S-1/A

As filed with the Securities and Exchange Commission on October 7, 2010

Registration No. 333-167951

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 3

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bravo Brio Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Ohio	5812	34-1566328
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

(614) 326-7944

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Saed Mohseni

President and Chief Executive Officer

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

(614) 326-7944

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to:

Carmen J. Romano, Esq.	Marc D. Jaffe, Esq.
James A. Lebovitz, Esq.	Ian D. Schuman, Esq.
Dechert LLP	Latham & Watkins LLP
Cira Centre	885 Third Avenue
2929 Arch Street	New York, New York 10022
Philadelphia, Pennsylvania 19104	(212) 906-1200
(215) 994-4000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

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 o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum		Amount of
Title of Each Class of Securities to be	Amount to be		Offering Price Per		Aggregate Offering		Registration
Registered	Registered(1)		Share		Price(2)		Fee(3)
Common stock, no par value per share		9,582,950	$	16.00	$	153,327,200	$	10,932.23

(1) Includes 1,249,950 shares of common stock issuable upon exercise of an option to purchase additional shares granted to the underwriters.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price.

(3) $12,300.00 was previously paid on July 1, 2010.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED OCTOBER 7, 2010

Preliminary Prospectus

8,333,000 Shares

Bravo Brio Restaurant Group, Inc.

Common Stock

We are offering 5,000,000 shares of our common stock and the selling shareholders identified in this prospectus are offering 3,333,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling shareholders. This is our initial public offering, and no public market currently exists for our common stock. We expect the initial public offering price to be between $14.00 and $16.00 per share of our common stock. We have applied to have our common stock approved for listing on the Nasdaq Global Market under the symbol “BBRG.”

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 13.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	PER SHARE	TOTAL
Public Offering Price	$	$
Underwriting Discounts and Commissions	$	$
Proceeds to Bravo Brio Restaurant Group, Inc. (Before Expenses)	$	$
Proceeds to Selling Shareholders (Before Expenses)	$	$

Delivery of the shares of common stock is expected to be made on or about          , 2010. The selling shareholders have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,249,950 shares of our common stock to cover overallotments. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by the selling shareholders will be $      and the total proceeds to the selling shareholders, before expenses, will be $     .

Jefferies & Company Piper Jaffray Wells Fargo Securities

     KeyBanc Capital Markets Morgan Keegan & Company, Inc.     

Prospectus dated          , 2010

BRAVO is a fun, white tablecloth restaurant offering classic Italian food in a Roman-ruin decor. BRAVO! is inspired by the traditional Italian ristorante where fresh, made-to-order food is prepared in our open Italian kitchens in full view of our Guests, creating the energy of live theater.

“The posh décor and upscale vibe of BRAVO! lends itself to a very comfortable dining experience.” Metromix — Orlando

“2010 Reader’s Poll Choice for BEST ITALIAN —1st Place — BRAVO! Cucina Italiana” Pittsburgh Magazine Little Rock, AR (1) Naples, FL (1) Orlando, FL (1) West Des Moines, IA (1) Chicago, IL (2) Indianapolis, IN (3) Leawood, KS (1) Louisville, KY (1) Baton Rouge, LA (1) New Orleans, LA (1) Detroit, MI (3) Lansing, MI (1) Kansas City, MO (1) St Louis, MO (1) Greensboro, NC (1) Charlotte, NC (1) Albuquerque, NM (1) Bu3alo, NY (1) West Nyack, NY (1) Akron, OH (1) Canton, OH (1) Cincinnati, OH (2) Cleveland, OH (2) Columbus, OH (2) Dayton, OH (1) Toledo, OH (1) Oklahoma City, OK (1) Allentown, PA (1) Pittsburgh, PA (5) Knoxville, TN (1) San Antonio, TX (1) Fredericksburg, VA (1) Virginia Beach, VA (1) Milwaukee, WI (2) BravoItalian.com

Table of Contents

	Page
Basis of Presentation		ii
Industry and Market Data		ii
Trademarks and Trade Names		ii
Prospectus Summary		1
Risk Factors		14
Reorganization Transactions		31
Cautionary Statement Regarding Forward-Looking Statements		33
Use of Proceeds		35
Dividend Policy		36
Capitalization		37
Dilution		39
Selected Historical Consolidated Financial and Operating Data		41
Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Business		62
Management		76
Compensation Discussion and Analysis		85
Principal and Selling Shareholders		100
Certain Relationships and Related Party Transactions		102
Description of Capital Stock		105
Description of Indebtedness		109
Shares Eligible For Future Sale		111
Material U.S. Federal Tax Considerations For Non-United States Holders		113
Underwriting		117
Conflicts of Interest		123
Legal Matters		123
Experts		123
Where You Can Find More Information		123
Index to Financial Statements		F-1
EX-4.1
EX-10.9
EX-10.11
EX-10.13
EX-10.14
EX-10.15
EX-10.19
EX-23.1
EX-23.3
EX-23.4

Until          , 2010 (25 days after the date of this prospectus), all dealers that buy, sell or trade the common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We have not authorized anyone to give any information or to make any representations other than those contained in this prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an offer to sell, and it is not soliciting an offer to buy, (1) any securities other than shares of our common stock or (2) shares of our common stock in any circumstances in which our offer or solicitation is unlawful. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

The menus included in this prospectus are sample menus only. Actual menus vary by location and certain locations may carry alternate menu items or have additional menu items.

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Basis of Presentation

We utilize a typical restaurant 52- or 53-week fiscal year ending on the Sunday closest to December 31. Fiscal years are identified in this prospectus according to the calendar year in which the fiscal years end. For example, references to “2009,” “fiscal 2009,” “fiscal year 2009” or similar references refer to the fiscal year ended December 27, 2009.

Industry and Market Data

This prospectus includes industry and market data that we derived from internal company records, publicly available information and industry publications and surveys. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. We believe this data is accurate in all material respects as of the date of this prospectus. You should carefully consider the inherent risks and uncertainties associated with the industry and market data contained in this prospectus.

Trademarks and Trade Names

In this prospectus, we refer (without the ownership notation) to several registered and common law trademarks that we own, including BRAVO!^®, BRAVO! Cucina Italiana^®, Cucina BRAVO! Italiana^®, BRAVO! Italian Kitchen^®, Brio^®, Brio Tuscan Grille^tm and Bon Vie^®. All brand names or other trademarks appearing in this prospectus are the property of their respective owners.

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Prospectus Summary

The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing in our common stock. You should read this prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.

As used in this prospectus, unless the context otherwise indicates, the references to “Holdings” refer to Bravo Development Holdings LLC, our majority shareholder before taking into account the reorganization transactions (as described herein), and the references to “our company,” “the Company,” “us,” “we” and “our” refer to Bravo Brio Restaurant Group, Inc. together with its subsidiaries.

Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus reflects the consolidated business and operations of Bravo Brio Restaurant Group, Inc. and its wholly-owned subsidiaries. Except where otherwise indicated, “$” indicates U.S. dollars.

Our Business

We are a leading owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana (“BRAVO!”) and BRIO Tuscan Grille (“BRIO”). We have positioned our brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Each of our brands provides its guests with a fine dining experience and value by serving affordable cuisine prepared using fresh flavorful ingredients and authentic Italian cooking methods, combined with attentive service in an attractive, lively atmosphere. We strive to be the best Italian restaurant company in America and are focused on providing our guests an excellent dining experience through consistency of execution. We believe that both of our brands appeal to a broad base of consumers, especially to women whom we believe currently account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively.

While our brands share certain corporate support functions to maximize efficiencies across our company, each brand maintains its own identity, therefore allowing both brands to be located in common markets. We have demonstrated our growth and the viability of our brands in a wide variety of markets across the U.S., growing from 49 restaurants in 19 states at the end of 2005 to 85 restaurants in 28 states as of June 27, 2010.

BRAVO! Cucina Italiana

BRAVO! Cucina Italiana is a full-service, upscale affordable Italian restaurant offering a broad menu of freshly-prepared classic Italian food served in a lively, high-energy environment with attentive service. The subtitle “Cucina Italiana,” meaning “Italian Kitchen,” is appropriate since all cooking is done in full view of our guests, creating the energy of live theater. As of June 27, 2010, we owned and operated 47 BRAVO! restaurants in 20 states.

BRAVO! offers a wide variety of pasta dishes, steaks, chicken, seafood and pizzas, emphasizing fresh, made-to-order cuisine and authentic recipes that delivers an excellent value to guests. BRAVO! also offers creative seasonal specials, an extensive wine list, carry-out and catering. We believe that our menu offerings and generous portions of flavorful food, combined with our ambiance and friendly, attentive service, offer our guests an attractive price-value proposition. The average check for BRAVO! during the first twenty-six weeks of 2010 was $19.28 per guest.

The breadth of menu offerings at BRAVO! helps generate significant guest traffic at both lunch and dinner. Lunch entrées range in price from $8 to $18, while appetizers, pizzas, flatbreads and entrée salads range from $6 to $14. During the first twenty-six weeks of 2010, the average lunch check for BRAVO! was $14.79 per guest. Dinner entrées range in price from $12 to $29 and include a broad selection of fresh pastas, steaks, chicken and seafood. Dinner appetizers, pizzas, flatbreads and entrée salads range from $6 to $15. During the first twenty-six weeks of 2010, the average dinner check for BRAVO! was $22.05 per guest. At BRAVO!, lunch and dinner represented 29.2% and 70.8% of revenues, respectively. Our average annual sales per comparable BRAVO! restaurant were $3.5 million in 2009.

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BRAVO!’s architectural design incorporates interior features such as arched colonnades, broken columns, hand-crafted Italian reliefs, Arabescato marble and sizable wrought-iron chandeliers. We locate our BRAVO! restaurants in high-activity areas such as retail and lifestyle centers that are situated near commercial office space and high-density residential housing.

BRIO Tuscan Grille

BRIO Tuscan Grille is an upscale affordable Italian chophouse restaurant serving freshly-prepared, authentic northern Italian food in a Tuscan Villa atmosphere. BRIO means “lively” or “full of life” in Italian and draws its inspiration from the cherished Tuscan philosophy of “to eat well is to live well.” As of June 27, 2010, we owned and operated 38 BRIO restaurants in 17 states.

The cuisine at BRIO is prepared using fresh ingredients and a high standard for quality execution with an emphasis on steaks, chops, fresh seafood and made-to-order pastas. BRIO also offers creative seasonal specials, an extensive wine list, carry-out and banquet facilities at select locations. We believe that our passion for excellence in service and culinary expertise, along with our generous portions, contemporary dining elements and ambiance, offer our guests an attractive price-value proposition. The average check for BRIO during the first twenty-six weeks of 2010 was $25.14 per guest.

BRIO offers lunch entrées that range in price from $10 to $18 and appetizers, sandwiches, flatbreads and entrée salads ranging from $8 to $15. During the first twenty-six weeks of 2010, the average lunch check for BRIO was $17.94 per guest. Dinner entrées range in price from $14 to $30, while appetizers, sandwiches, flatbreads, bruschettas and entrée salads range from $8 to $15. During the first twenty-six weeks of 2010, the average dinner check for BRIO was $30.51 per guest. At BRIO, lunch and dinner represented 30.5% and 69.5% of revenues, respectively. Our average annual sales per comparable BRIO restaurant were $4.9 million in 2009.

The design and architectural elements of BRIO restaurants are important to the guest experience. The goal is to bring the pleasures of the Tuscan country villa to our restaurant guests. The warm, inviting ambiance of BRIO incorporates interior features such as antique hardwood Cypress flooring, arched colonnades, hand-crafted Italian mosaics, hand-crafted walls covered in an antique Venetian plaster, Arabescato marble and sizable wrought-iron chandeliers. BRIO is typically located in high-traffic, high-visibility locations in affluent suburban and urban markets.

We also operate one full-service upscale affordable American-French bistro restaurant in Columbus, Ohio under the brand “Bon Vie.” Our Bon Vie restaurant is included in the BRIO operating and financial data set forth in this prospectus.

Our Business Strengths

Our mission statement is to be the best Italian restaurant company in America by delivering the highest quality food and service to each guest...at each meal...each and every day. The following strengths help us achieve these objectives:

Two Differentiated yet Complementary Brands.  We have developed two premier upscale affordable Italian restaurant brands that are highly complementary and can be located in common markets. Our brands are designed to have broad guest appeal at two different price points. Both BRAVO! and BRIO have their own Corporate Executive Chef who develops recipes and menu items with differentiated flavor profiles and price points. Entry level pricing for both lunch and dinner entrees at BRAVO! is approximately $2 below BRIO, providing more alternatives for guests at a lower price point. The guests of BRIO, which offers a greater selection of protein dishes, tend to purchase more steaks, chops, chicken and seafood items while guests of BRAVO! select a higher mix of pasta dishes. In addition, sales of alcoholic beverages at BRAVO! represent approximately 16.4% of restaurant sales compared to approximately 22.5% of restaurant sales at BRIO, primarily due to BRIO’s slightly more extensive wine list and more favorable bar business.

Each brand features unique design elements and atmospheres that attract a diverse guest base as well as common guests who visit both BRAVO! and BRIO for different dining experiences. The differentiated qualities of our brands allow us to operate in significantly more locations than would be possible with one brand, including high-density residential areas, shopping malls, lifestyle centers and other high-traffic locations. Based on demographics, co-tenants and net investment requirements, we can choose between our two brands to determine which is optimal

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for a location and thereby generate highly attractive returns on our investment. We focus on choosing the right brand for a specific site based on population density and demographics. Management targets markets with $65,000 minimum annual household income and a population density of 125,000 residents within a particular trade area for BRAVO! and $70,000 minimum annual household income and a population density of 150,000 residents within a particular trade area for BRIO. We have a business model that maintains quality and consistency on a national basis while also having the flexibility to cater to the specific characteristics of a particular market. We have a proven track record of successfully opening new restaurants in a number of diverse real estate locations, including both freestanding and in-line with other national retailers. In addition, we believe the flexibility of our restaurant design is a competitive advantage that allows us to open new restaurants in attractive markets without being limited to a standard prototype.

Our brands maintain several common qualities, including certain design elements such as chandeliers and marble and granite counter tops, that help reduce building and construction costs and create consistency for our guests. We share best practices in service, preparation and food quality across both brands. In addition, we share services such as real estate development, purchasing, human resources, marketing and advertising, information technology, finance and accounting, allowing us to maximize efficiencies across our company as we continue our growth.

Broad Appeal with Attractive Guest Base.  We provide an upscale, yet inviting, atmosphere attracting guests from a variety of age groups and economic backgrounds. We provide our guests an upscale affordable dining experience at both lunch and dinner, which attracts guests from both the casual dining and fine dining segments. We locate our restaurants in high-traffic suburban and urban locations to attract primarily local patrons with limited reliance on business travelers. Our blend of location, menu offerings and ambiance is designed to appeal to women, a key decision-maker when deciding where to dine and shop. We believe that women currently account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively. This positioning helps make our restaurants attractive for developers and landlords. We have also cultivated a loyal guest base, with a majority of our guests dining with us at least once a month.

Superior Dining Experience and Value.  The strength of our value proposition lies in our ability to provide freshly-prepared Italian cuisine in a lively restaurant atmosphere with highly attentive guest service at an attractive price point. We believe that the dining experiences we offer, coupled with an attractive price-value relationship, helps us create long-term, loyal and highly satisfied guests.

•  The Food.  We offer made-to-order menu items prepared using traditional Italian culinary techniques with an emphasis on fresh ingredients and authentic recipes. Our food menu is complemented by a wine list that offers both familiar varieties as well as wines exclusive to our restaurants. An attention to detail, culinary expertise and focused execution reflects our chef-driven culture.

•  The Service.  We are committed to delivering superior service to each guest, at each meal, each and every day. We place significant emphasis on maintaining high waitstaff-to-table ratios, thoroughly training all service personnel on the details of each menu item and staffing each restaurant with experienced management teams to ensure consistent and attentive guest service.

•  The Experience.  Lively, high-energy environments blending dramatic design elements with a warm and inviting atmosphere create a memorable guest experience. Signature architectural and décor elements include the lively theatre of exhibition kitchens, high ceilings, white tablecloths, a centerpiece bar and relaxing patio areas. These elements, along with our superior service and value, help form a bond between our guests and our restaurants, encouraging guest loyalty and more frequent visits.

Nationally Recognized Restaurant Anchor.  We believe that our differentiated brands, the attractive demographics of our guests and the high number of weekly guest visits to our restaurants have positioned us as a preferred tenant and the multi-location Italian restaurant company of choice for national and regional real estate developers. Landlords and developers seek out our concepts to be restaurant anchors for their developments as they are highly complementary to national retailers, having attracted on average between 3,000-5,000 guests per restaurant each week in 2009. As a result of the importance of our brands to the retail centers in which we are located, we are often able to negotiate the prime location within a center and favorable real estate terms, which helps to drive strong returns on capital for our shareholders.

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Compelling Unit Economics.  We have successfully opened and operated both of our brands in multiple geographic regions and achieved attractive average annual revenues per comparable restaurant of $3.5 million and $4.9 million at our BRAVO! and BRIO restaurants, respectively, in 2009. Our ability to grow rapidly and efficiently in all market conditions is evidenced through our strong track record of new restaurant openings, including our 2009 openings which generated above average year one revenues and operating margins. Under our current investment model, BRAVO! restaurant openings require a net cash investment of approximately $1.8 million and BRIO restaurant openings require a net cash investment of approximately $2.2 million. We target a cash-on-cash return beginning in the third operating year for both of our restaurants of between 30% and 40%.

Management Team with Proven Track Record.  We have assembled a tested and proven management team with significant experience operating public companies. Our management team is led by our CEO and President, Saed Mohseni, former CEO of McCormick & Schmick’s Seafood Restaurants, Inc., who joined the company in February 2007. Since Mr. Mohseni’s arrival, we have continued to open new restaurants despite the economic recession. These new restaurant openings have been a key driver of our growth in revenue and Adjusted EBITDA, which have increased 29.1% and 89.0%, respectively, between the years ended 2006 and 2009. In addition to new restaurant growth, we have also implemented a number of revenue and margin enhancing initiatives such as our wine by the glass offerings, wine flights, dessert trays and a new bar menu. These programs were strategically implemented to improve our guest experience and maintain our brand image, as opposed to discounting programs designed to increase traffic and revenue at the expense of operating margins. In addition, we have improved our labor efficiencies and food cost management, which helped to drive our margin increases and improved our restaurant-level profitability. These changes resulted in an increase in our restaurant-level operating margin from 16.0% in 2006 to 17.4% in 2009, a 140 basis point improvement. Restaurant-level operating margin represents our revenues less total restaurant operating costs, as a percentage of our revenues.

Our Growth Strategies

Our growth model is comprised of the following three primary drivers:

Pursue Disciplined Restaurant Growth.  We believe that there are significant opportunities to grow our brands on a nationwide basis in both existing and new markets where we believe we can generate attractive unit level economics. We are pursuing a disciplined growth strategy for both of our brands. We believe that each brand is at an early stage of its expansion.

We have built a scalable infrastructure and have successfully grown our restaurant base through a challenging market environment. Despite difficult economic conditions, we opened seven new restaurants in 2009. We continue to grow in 2010, having opened two new restaurants in each of the first and second quarters of 2010, with one additional restaurant planned to be opened later this year. We plan to open five to six new restaurants in 2011 and aim to open between 45 and 50 new restaurants over the next five years.

Grow Existing Restaurant Sales.  We will continue to pursue targeted local marketing efforts and evaluate operational initiatives designed to increase unit volumes without relying on margin-eroding discounting programs.

Initiatives at BRAVO! include increasing online ordering, which generates a higher average per person check compared to our current carry-out business, expanding local restaurant marketing and promoting our patio business. Other initiatives include promoting our bar program through martini night and happy hour programs and expanding our feature cards to include appetizers and desserts.

At BRIO, we are promoting our bar programs, implementing wine flights and dessert trays, introducing a new bar menu and expanding the selection of wines by the glass. In addition, we believe there is an opportunity to expand our banquet and special events catering business. Our banquet and special events catering business typically generates a higher average per person check than our dining rooms and, as a result of reduced labor costs relative to revenue, allows us to achieve higher margins on those revenues.

We believe our existing restaurants will benefit from increasing brand awareness as we continue to enter new markets. In addition, we may selectively remodel existing units to include additional seating capacity to increase revenue.

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Maintain Margins Throughout Our Growth.  We will continue to aggressively protect our margins using economies of scale, including marketing and purchasing synergies between our brands and leveraging our corporate infrastructure as we continue to open new restaurants. Additional margin enhancement opportunities include increasing labor efficiency through the use of scheduling tools, menu engineering and other operating cost reduction programs.

Recent Developments (Unaudited)

Although our results of operations for the thirteen weeks ended September 26, 2010 are not currently available, the following preliminary and unaudited information reflects our expectations with respect to such results based on currently available information.

Our revenues for the thirteen weeks ended September 26, 2010 increased $6.9 million, or 8.9%, to $83.7 million as compared to $76.8 million for the thirteen weeks ended September 27, 2009. In addition, our comparable restaurant sales increased 1.1% for the thirteen weeks ended September 26, 2010, our third consecutive quarter of comparable restaurant sales increases. We consider a restaurant to be comparable in the first full quarter following the eighteenth month of operations. Changes in comparable restaurant sales reflect changes in sales for the comparable group of restaurants over a specified period of time.

The preliminary financial results presented above are subject to the completion of our financial closing procedures. These procedures have not yet been completed. Accordingly, these results may change and those changes may be material.

Our History

We were incorporated as an Ohio corporation under the name Belden Village Venture, Inc. in July 1987. Our name was changed to Bravo Cucina of Dayton, Inc. in September 1995, to Bravo Development, Inc. in December 1998 and to Bravo Brio Restaurant Group, Inc. in June 2010. We opened our first BRAVO! Cucina Italiana in 1992 in Columbus, Ohio. In 1999, we opened our first BRIO Tuscan Grille in Columbus, Ohio. In June 2006, we entered into a recapitalization transaction with Bravo Development Holdings LLC, an entity controlled by two private equity firms, Bruckmann, Rosser, Sherrill & Co. Management, L.P. and Castle Harlan, Inc. As a result of the recapitalization transaction, Bravo Development Holdings LLC, or Holdings, became our majority shareholder.

Reorganization Transactions

It is anticipated that Holdings and each of our other current shareholders will enter into an exchange agreement with us pursuant to which, immediately prior to the consummation of this offering, Holdings and each such other shareholder will exchange all outstanding shares of our Series A preferred stock and common stock for shares of our new common stock. Following these exchanges and immediately prior to the consummation of this offering, Holdings will in turn distribute the shares of new common stock it receives in the exchanges to its members on a pro rata basis in accordance with such members’ ownership interests in the units of Holdings. Holdings will then be dissolved. See “Reorganization Transactions” for more information.

Our Sponsors

Bruckmann, Rosser, Sherrill & Co. Management, L.P.

Bruckmann, Rosser, Sherrill & Co. Management, L.P., which we refer to as BRS, is a New York based private equity firm with previous investments and remaining committed capital totaling $1.4 billion. BRS partners with management teams to create financial and operational value over the long-term for the benefit of its investors, focusing on investments in middle market consumer goods and services businesses. Companies that possess existing or emerging strong market positions and are well-positioned for accelerated long-term growth are best positioned to benefit from the firm’s support and expertise. BRS and its principals have extensive experience in the restaurant industry, having completed 16 restaurant investments to date, including add-on acquisitions. Since 1996, BRS has purchased over 40 portfolio companies for aggregate consideration of over $6.4 billion.

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Castle Harlan, Inc.

Castle Harlan was founded in 1987 by John K. Castle, former president and chief executive officer of Donaldson, Lufkin & Jenrette, an investment banking firm, and Leonard M. Harlan, founder and former chairman of The Harlan Company. Castle Harlan invests in controlling interests in the buyout and development of middle-market companies principally in North America and Europe. Its team of 20 investment professionals has completed 52 acquisitions since its inception with a total value in excess of $9.0 billion. Castle Harlan currently manages investment funds globally with equity commitments of $2.5 billion. Castle Harlan’s current and former investments in the restaurant industry include investments in McCormick & Schmick’s Seafood Restaurants, Inc., Charlie Brown’s, Inc., Caribbean Restaurants, LLC and Morton’s Restaurant Group, Inc.

Risk Factors

Before you invest in our shares, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.” Risks relating to our business include, among others:

•  our financial results depend significantly upon the success of our existing and new restaurants;

•  our long-term success is highly dependent on our ability to successfully develop and expand our operations;

•  changes in economic conditions, including continued effects from the recent recession, could materially affect our business, financial condition and results of operations;

•  we have had net losses in the past, in part due to a 3.8% decrease in sales per comparable restaurant in 2008 as compared to 2007 and a 7.1% decrease in sales per comparable restaurant in 2009 as compared to 2008, and our future profitability is uncertain;

•  damage to our reputation or lack of acceptance of our brands in existing and new markets could negatively affect our business, financial condition and results of operations;

•  because many of our restaurants are concentrated in local or regional areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas;

•  changes in food availability and costs could adversely affect our operating results;

•  increases in our labor costs, including as a result of changes in government regulation, could slow our growth or harm our business; and

•  guest traffic at our restaurants could be significantly affected by competition in the restaurant industry in general and, in particular, within the dining segments of the restaurant industry in which we compete.

Company Information

Our principal executive office is located at 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212 and our telephone number is (614) 326-7944. Our website address is www.bbrg.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

6

The Offering

Shares of common stock offered by us	5,000,000 shares.
Shares of common stock offered by the selling shareholders	3,333,000 shares, or 4,582,950 shares if the underwriters exercise their over-allotment option in full.
Over-allotment option	The selling shareholders have granted the underwriters an option for a period of 30 days to purchase up to 1,249,950 additional shares of our common stock to cover overallotments.

Ownership after offering Upon completion of this offering, our executive officers, directors and affiliated entities will own approximately 48.2% of our outstanding common stock, or 42.1% if the underwriters exercise their over-allotment option in full, and will as a result have significant control over our affairs.

Common stock to be outstanding after this offering 19,250,000 shares.

Use of proceeds We estimate that we will receive net proceeds from the sale of shares of our common stock in this offering of $67.0 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed initial offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus. We intend to use the net proceeds of this offering, together with $45.0 million in borrowings under our new term loan facility, to:

• repay all loans outstanding under our existing senior credit facilities, and any accrued and unpaid interest and related LIBOR breakage costs and other fees; and

• repay all of our outstanding 13.25% senior subordinated secured notes, and any accrued and unpaid interest.

Based upon an assumed initial public offering price of $15.00 per share, we do not expect to incur any borrowings under our new revolving credit facility at the time of the consummation of this offering.

As of June 27, 2010, approximately $79.4 million principal amount of loans were outstanding under our existing senior credit facilities and approximately $32.4 million aggregate principal amount of our 13.25% senior subordinated secured notes were outstanding.

Any remaining net proceeds will be used for general corporate purposes. Affiliates of Wells Fargo Securities, LLC and Jefferies & Company, Inc., underwriters in this offering, are parties to our existing senior credit facilities and will receive approximately $16.1 million and $2.9 million, respectively, of the proceeds used to repay the loans outstanding under our existing senior credit facilities.

We will not receive any of the proceeds from the sale of shares of common stock by the selling shareholders. See “Use of Proceeds,” “Principal and Selling Shareholders,” “Description of Indebtedness” and “Underwriting — Conflicts of Interest.”

7

Dividend policy We do not currently pay cash dividends on our stock and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. In addition, we anticipate that our ability to declare and pay dividends will also be restricted by covenants in our new senior credit facilities. See “Description of Indebtedness — New Senior Credit Facilities” and “Risk Factors — Our substantial indebtedness may limit our ability to invest in the ongoing needs of our business.”

Proposed Nasdaq Global Market symbol	BBRG.
Risk factors	Investment in our common stock involves substantial risks. You should read this prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus before investing in our common stock.
Conflicts of interest	As described in “Use of Proceeds,” we intend to use a portion of the net proceeds from this offering to repay all loans outstanding under our existing senior credit facilities. Because an affiliate of Wells Fargo Securities, LLC will receive more than 5.0% of the net proceeds of this offering, the offering will be conducted in accordance with Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, as administered by the Financial Industry Regulatory Authority. This rule requires, among other things, that the initial public offering price can be no higher than that recommended by a “qualified independent underwriter” and that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Jefferies & Company, Inc. has agreed to act as qualified independent underwriter for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, or the Securities Act, specifically including those inherent in Section 11 of the Securities Act.

Unless otherwise noted, all information in this prospectus:

•  assumes that the underwriters do not exercise their over-allotment option; and

•  other than historical financial information, reflects (1) the exchange of all shares of our issued and outstanding common stock for 7,234,370 shares of new common stock at a fixed exchange ratio of approximately 1:6.9 and (2) the exchange of all shares of our issued and outstanding Series A preferred stock for 7,015,630 shares of new common stock at a fixed exchange ratio of approximately 1:117.9 immediately prior to the consummation of this offering. See “Reorganization Transactions.”

After giving effect to the reorganization transactions (as defined in “Reorganization Transactions”) expected to occur prior to the consummation of this offering, the number of shares of our common stock to be outstanding after this offering is based on 14,250,000 shares of common stock outstanding as of September 26, 2010 and excludes 1,767,754 shares of our common stock issuable upon exercise of outstanding options under the 2006

8

Bravo Development, Inc. Option Plan (the “2006 Plan”) as of September 26, 2010 at a weighted average exercise price of $1.44 per share. See “Compensation Discussion and Analysis — Bravo Development, Inc. Option Plan.”

Optionholders do not have the right to exercise their vested options unless and until our private equity sponsors attain designated returns on their investment, measured based on the sponsors’ receipt of net proceeds and internal rate of return from an approved sale or public offering. Our board of directors has determined, pursuant to the exercise of its discretion in accordance with the 2006 Plan, that 80.0% of each outstanding option award shall be deemed vested and exercisable in connection with this offering, based upon the deemed achievement of designated performance thresholds. As a result, options to purchase 1,414,203 shares of our common stock will be fully vested and exercisable following the consummation of this offering. Any unvested and/or unexercisable portion of each outstanding option award will be forfeited in accordance with the terms of the 2006 Plan. See “Compensation Discussion and Analysis — Equity Compensation.”

9

Summary Historical Consolidated Financial and Operating Data

The following table sets forth, for the periods and dates indicated, our summary historical consolidated financial and operating data. We have derived the statement of operations data for the fiscal years ended December 30, 2007, December 28, 2008 and December 27, 2009 and the balance sheet data as of December 28, 2008 and December 27, 2009 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the balance sheet data as of December 30, 2007 from our audited consolidated financial statements not included elsewhere in this prospectus. We have derived the statement of operations data for the twenty-six weeks ended June 28, 2009 and June 27, 2010 and balance sheet data as of June 27, 2010 from our unaudited interim consolidated financial statements appearing elsewhere in this prospectus. We have derived the balance sheet data as of June 28, 2009 from our unaudited interim consolidated financial statements not included elsewhere in this prospectus. You should read this information in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.

										Twenty-Six
	Year Ended(1)									Weeks Ended
	December 30,			December 28,			December 27,			June 28,			June 27,
	2007			2008			2009			2009			2010
	(Dollars in thousands, except per share data)
Statement of Operations Data:
Revenues	$	265,374		$	300,783		$	311,709		$	153,514		$	170,996
Cost of Sales		75,340			84,618			82,609			40,765			44,389
Labor		89,663			102,323			106,330			53,733			58,100
Operating		41,567			47,690			48,917			25,265			26,560
Occupancy		16,054			18,736			19,636			10,435			11,310
General and administrative expenses		16,768			15,042			17,123			8,898			8,936
Restaurant pre-opening costs		5,647			5,434			3,758			2,060			1,685
Depreciation and amortization		12,309			14,651			16,088			7,889			8,335
Asset impairment charges					8,506			6,436
Other expenses, net		462			229			157			153			51
Total costs and expenses		257,810			297,229			301,054			149,198			159,366
Income (loss) from operations		7,564			3,554			10,655			4,316			11,630
Net interest expense		11,853			9,892			7,119			3,693			3,543
Income (loss) before income taxes		(4,289	)		(6,338	)		3,536			623			8,087
Income tax provision (benefit)		(3,503	)		55,061			135			120			104
Net income (loss)	$	(786	)	$	(61,399	)	$	3,401		$	503		$	7,983
Undeclared preferred dividend		(8,920	)		(10,175	)		(11,599	)		(5,420	)		(6,179	)
Net income (loss) available to common shareholders	$	(9,706	)	$	(71,574	)	$	(8,198	)	$	(4,917	)	$	1,804
As Adjusted Per Share Data:(2)
Basic net income available to common shareholders							$	0.43					$	0.54
Diluted net income available to common shareholders							$	0.41					$	0.52
Weighted average common shares outstanding:
Basic								19,250						19,250
Diluted								20,098						20,098
Other Financial Data:
Net cash provided from operating activities	$	31,291		$	32,501		$	33,782		$	10,829		$	14,943
Net cash provided from (used for) investing activities	$	(35,536	)	$	(43,088	)	$	(24,957	)	$	(12,627	)	$	(8,568	)
Net cash (used in) provided by financing activities	$	4,156		$	10,529		$	(9,258	)	$	1,362		$	(6,356	)
Capital expenditures	$	28,782		$	24,578		$	14,121		$	6,292		$	3,110
Adjusted EBITDA(3)	$	20,260		$	27,218		$	34,790		$	13,020		$	20,770
Adjusted EBITDA margin		7.6	%		9.0	%		11.2	%		8.5	%		12.1	%
Operating Data:
Total restaurants (at end of period)		63			75			81			79			85
Total comparable restaurants (at end of period)(4)		49			54			64			59			71
Change in comparable restaurant sales(4)		0.6	%		(3.8	)%		(7.1	)%		(8.6	)%		1.6	%
BRAVO!:
Restaurants (at end of period)		38			44			45			45			47
Total comparable restaurants (at end of period)(4)		31			33			37			35			41
Average sales per comparable restaurant(4)	$	3,890		$	3,715		$	3,464		$	1,733		$	1,722
Change in comparable restaurant sales(4)		0.9	%		(4.1	)%		(6.9	)%		(8.6	)%		0.6	%

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										Twenty-Six
	Year Ended(1)									Weeks Ended
	December 30,			December 28,			December 27,			June 28,			June 27,
	2007			2008			2009			2009			2010
	(Dollars in thousands, except per share data)
BRIO:
Restaurants (at end of period)		25			31			36			34			38
Total comparable restaurants (at end of period)(4)		18			21			27			24			30
Average sales per comparable restaurant(4)	$	5,308		$	5,401		$	4,896		$	2,483		$	2,526
Change in comparable restaurant sales(4)		0.2	%		(3.6	)%		(7.4	)%		(8.6	)%		2.4	%
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	740		$	682		$	249		$	246		$	268
Working capital (deficit)	$	(33,110	)	$	(34,320	)	$	(36,156	)	$	(33,797	)	$	(32,614	)
Total assets	$	195,048		$	157,764		$	160,842		$	160,401		$	159,144
Total debt	$	114,136		$	125,950		$	118,031		$	127,975		$	111,790
Total stockholders’ equity (deficiency in assets)	$	(14,692	)	$	(76,091	)	$	(72,690	)	$	(75,590	)	$	(64,707	)

	Actual			As Adjusted(2)
	As of			As of
	June 27,			June 27,
	2010			2010
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	268		$	268
Working capital (deficit)	$	(32,614	)	$	(36,694	)
Total assets	$	159,144		$	158,353
Total debt	$	111,790		$	45,000
Total stockholders’ equity (deficiency in assets)	$	(64,707	)	$	(699	)

(1) We utilize a 52- or 53-week accounting period which ends on the Sunday closest to December 31. The fiscal years ended December 27, 2009, December 28, 2008 and December 30, 2007 each have 52 weeks.

(2) Gives effect to (i) the reorganization transactions expected to occur prior to the consummation of this offering, (ii) this offering, (iii) the application of the net proceeds of this offering and of borrowings under our new senior credit facilities as described under “Use of Proceeds” and (iv) all of the adjustments mentioned below.

As adjusted basic net income available to common shareholders per share consists of as adjusted net income available to common shareholders divided by the basic weighted average common shares outstanding. Adjustments to net income (loss) available to common shareholders for the year ended December 27, 2009 reflect (i) the removal of $1.6 million of management fees, (ii) a $0.4 million decrease in loan amortization fees, (iii) an estimated $5.5 million decrease in interest expense resulting from our entry into our new senior credit facilities as described in “Description of Indebtedness” and the repayment of all loans under our existing senior credit facilities and our 13.25% senior subordinated notes as described in “Use of Proceeds,” (iv) a $2.6 million increase in tax expenses due to higher income before taxes relating to our as adjusted net income available to common shareholders and (v) the removal of the $11.6 million undeclared preferred dividend. Adjustments to net income available to common shareholders for the twenty-six weeks ended June 27, 2010 reflect (i) the removal of $0.8 million of management fees, (ii) a $0.2 million decrease in loan amortization fees, (iii) an estimated $2.7 million decrease in interest expense resulting from our entry into our new senior credit facilities as described in “Description of Indebtedness” and the repayment of all loans under our existing senior credit facilities and our 13.25% senior subordinated notes as described in “Use of Proceeds,” (iv) a $1.3 million increase in tax expenses due to higher income before taxes relating to our as adjusted net income available to common shareholders and (v) the removal of the $6.2 million undeclared preferred dividend. As adjusted net income (loss) available to common shareholders for the year ended December 27, 2009 and the twenty-six weeks ended June 27, 2010 also omits the following non-recurring items arising in connection with this offering: (i) a $1.5 million write-down of existing loan origination fees, (ii) the payment of management termination fees of $0.8 million and (iii) a $0.9 million increase in stock compensation costs. Basic weighted average common shares outstanding for each of the periods presented consist of the 19,250,000 shares of our common stock that will be outstanding following the consummation of this offering.

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As adjusted diluted net income available to common shareholders per share consists of as adjusted net income available to common shareholders divided by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding for each of the periods presented reflect the 19,250,000 shares of our common stock that will be outstanding following the consummation of this offering as well as the potential dilution that could occur if all options to purchase shares of our common stock that will become fully vested and exercisable upon the consummation of this offering were exercised, which amounts to a dilutive effect of 848,244 shares.

As adjusted working capital (deficit) as of June 27, 2010 included in the as adjusted balance sheet data shown above reflects (i) an adjustment to current assets to give effect to the removal of $0.7 million of pre-paid fees relating to this offering and (ii) adjustments to current liabilities to give effect to the payment of management termination fees of $0.8 million in connection with this offering, the removal of fees related to this offering but not yet paid of $0.7 million, the removal of $0.1 million of accrued management fees, a $2.0 million increase in payables relating to loan origination fees and management fees and a $1.4 million increase in the current portion of long-term debt as a result of entry into our new senior credit facilities.

As adjusted total assets as of June 27, 2010 included in the as adjusted balance sheet data shown above reflects a decrease in total assets as of June 27, 2010 due to the adjustments to current assets described above and the cancellation of $1.5 million in net loan origination fees, partially offset by $1.4 million in new loan origination fees.

As adjusted total debt as of June 27, 2010 included in the as adjusted balance sheet data shown above reflects a $1.4 million increase in the current portion of long-term debt as a result of entry into our new senior credit facilities, a $68.2 million decrease in the long-term portion of our debt as a result of the repayment of all loans under our existing senior credit facilities and our 13.25% senior subordinated notes, partially offset by $45.0 million of borrowings under our new senior credit facilities as described in “Use of Proceeds” and “Description of Indebtedness.”

As adjusted total stockholders’ equity (deficiency in assets) as of June 27, 2010 included in the as adjusted balance sheet data shown above reflects $67.0 million in net proceeds from this offering, partially offset by a $1.5 million expense from loan origination fees, the payment of management termination fees of $0.8 million in connection with this offering and $0.7 million in accrued professional fees associated with this offering.

(3) Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization plus the sum of asset impairment charges and management fees and expenses. We are presenting Adjusted EBITDA, which is not required by U.S. generally accepted accounting principles, or GAAP, because it provides an additional measure to view our operations, when considered with both our GAAP results and the reconciliation to net income (loss) which we believe provides a more complete understanding of our business than could be obtained absent this disclosure. We use Adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Adjusted EBITDA is presented because: (i) we believe it is a useful measure for investors to assess the operating performance of our business without the effect of non-cash depreciation and amortization expenses and asset impairment charges; (ii) we believe that investors will find it useful in assessing our ability to service or incur indebtedness; and (iii) we use Adjusted EBITDA internally as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Adjusted EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant variations with respect to capital structures and cost of capital (which affect interest expense and tax rates) and differences in book depreciation of facilities and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management believes that Adjusted EBITDA facilitates company-to-company comparisons within our industry by eliminating some of the foregoing variations.

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Adjusted EBITDA is not a measurement determined in accordance with GAAP and should not be considered in isolation or as an alternative to net income, net cash provided by operating, investing or financing activities or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items.

Our management recognizes that Adjusted EBITDA has limitations as an analytical financial measure, including the following:

•  Adjusted EBITDA does not reflect our capital expenditures or future requirements for capital expenditures;

•  Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, associated with our indebtedness;

•  Adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, nor does Adjusted EBITDA reflect any cash requirements for such replacements; and

•  Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

This prospectus also includes information concerning Adjusted EBITDA margin, which is defined as the ratio of Adjusted EBITDA to revenues. We present Adjusted EBITDA margin because it is used by management as a performance measurement to judge the level of Adjusted EBITDA generated from revenues and we believe its inclusion is appropriate to provide additional information to investors.

A reconciliation of Adjusted EBITDA and EBITDA to net income is provided below.

									Twenty-Six
	Year Ended								Weeks Ended
	December 30,			December 28,			December 27,		June 28,		June 27,
	2007			2008			2009		2009		2010
	(In thousands)
Net income (loss)	$	(786	)	$	(61,399	)	$	3,401	$	503	$	7,983
Income tax expense (benefit)		(3,503	)		55,061			135		120		104
Interest expense		11,853			9,892			7,119		3,693		3,543
Depreciation and amortization		12,309			14,651			16,088		7,889		8,335
EBITDA	$	19,873		$	18,205		$	26,743	$	12,205	$	19,965
Asset impairment charges		—			8,506			6,436		—		—
Management fees and expenses		387			507			1,611		815		805
Adjusted EBITDA	$	20,260		$	27,218		$	34,790	$	13,020	$	20,770

(4) We consider a restaurant to be comparable in the first full quarter following the eighteenth month of operations. Changes in comparable restaurant sales reflect changes in sales for the comparable group of restaurants over a specified period of time.

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Risk Factors

Investing in our common stock involves a high degree of risk. You should consider carefully the following risk factors and the other information in this prospectus, including our consolidated financial statements and related notes to those statements, before you decide to invest in our common stock. If any of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks Relating to Our Business and Industry

Our financial results depend significantly upon the success of our existing and new restaurants.

Future growth in revenues and profits will depend on our ability to grow sales and efficiently manage costs in our existing and new restaurants. As of June 27, 2010, we operated 47 BRAVO! restaurants and 38 BRIO restaurants, of which three BRAVO! restaurants and four BRIO restaurants have opened within the preceding twelve months. The results achieved by these restaurants may not be indicative of longer-term performance or the potential market acceptance of restaurants in other locations.

In particular, the success of our restaurants revolves principally around guest traffic and average check per guest. Significant factors that might adversely impact our guest traffic levels and average guest check include, without limitation:

•  declining economic conditions, including housing market downturns, rising unemployment rates, lower disposable income and consumer confidence and other events or factors that adversely affect consumer spending in the markets we serve;

•  increased competition (both in the upscale affordable dining segment and in other segments of the restaurant industry);

•  changes in consumer preferences;

•  guests’ budgeting constraints and choosing not to order certain high-margin items such as desserts and beverages (both alcoholic and non-alcoholic);

•  guests’ failure to accept menu price increases that we may make to offset increases in key operating costs;

•  our reputation and consumer perception of our concepts’ offerings in terms of quality, price, value and service; and

•  guest experiences from dining in our restaurants.

Our restaurants are also susceptible to increases in certain key operating expenses that are either wholly or partially beyond our control, including, without limitation:

•  food and other raw materials costs, many of which we do not or cannot effectively hedge;

•  labor costs, including wage, workers’ compensation, health care and other benefits expenses;

•  rent expenses and other costs under leases for our new and existing restaurants;

•  energy, water and other utility costs;

•  costs for insurance (including health, liability and workers’ compensation);

•  information technology and other logistical costs; and

•  expenses due to litigation against us.

The failure of our existing or new restaurants to perform as expected could have a significant negative impact on our financial condition and results of operations.

Our long-term success is highly dependent on our ability to successfully develop and expand our operations.

We intend to develop new restaurants in our existing markets, and selectively enter into new markets. Since the end of 2005, we have expanded from 30 BRAVO! restaurants and 19 BRIO restaurants to 47 and 38 BRAVO!

14

and BRIO restaurants, respectively, as of June 27, 2010. We also expect to open one additional BRIO restaurant prior to the end of 2010. There can be no assurance that any new restaurant that we open will have similar operating results to those of existing restaurants. The number and timing of new restaurants actually opened during any given period, and their associated contribution to operating growth, may be negatively impacted by a number of factors including, without limitation:

•  our inability to generate sufficient funds from operations or to obtain favorable financing to support our development;

•  identification and availability of, and competition for, high quality locations that will continue to drive high levels of sales per unit;

•  acceptable lease arrangements, including sufficient levels of tenant allowances and construction contributions;

•  the financial viability of our landlords, including the availability of financing for our landlords;

•  construction and development cost management;

•  timely delivery of the leased premises to us from our landlords and punctual commencement of build-out construction activities;

•  delays due to the highly customized nature of our restaurant concepts and the complex design, construction and pre-opening processes for each new location;

•  obtaining all necessary governmental licenses and permits on a timely basis to construct and operate our restaurants;

•  competition in new markets, including competition for restaurant sites;

•  unforeseen engineering or environmental problems with the leased premises;

•  adverse weather during the construction period;

•  anticipated commercial, residential and infrastructure development near our new restaurants;

•  recruitment of qualified managers, chefs and other key operating personnel; and

•  other unanticipated increases in costs, any of which could give rise to delays or cost overruns.

We may not be able to open our planned new restaurants on a timely basis, if at all, and, if opened, these restaurants may not be operated profitably. We have experienced, and expect to continue to experience, delays in restaurant openings from time to time. Such actions may limit our growth opportunities. We cannot assure you that we will be able to successfully expand or acquire critical market presence for our brands in new geographical markets, as we may encounter well-established competitors with substantially greater financial resources. We may be unable to find attractive locations, acquire name recognition, successfully market our brands or attract new guests. Competitive circumstances and consumer characteristics in new market segments and new geographical markets may differ substantially from those in the market segments and geographical markets in which we have substantial experience. If we are unable to expand in existing markets or penetrate new markets, our ability to increase our revenues and profitability may be harmed.

Changes in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results of operations.

We, together with the rest of the restaurant industry, depend upon consumer discretionary spending. The recent recession, coupled with high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit and reduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and may continue to repress consumer confidence and discretionary spending for the near term. If the weak economy continues for a prolonged period of time or worsens, guest traffic could be adversely impacted if our guests choose to dine out less frequently or reduce the amount they spend on meals while dining out. We believe that if the current negative economic conditions persist for a long period of time or become more pervasive, consumers might make long- lasting changes to their discretionary spending behavior, including dining out less frequently on a

15

permanent basis. Additionally, a decline in corporate travel and entertainment spending could result in a decrease in the traffic of business travelers at our restaurants. If restaurant sales decrease, our profitability could decline as we spread fixed costs across a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures have resulted and could result from prolonged negative restaurant sales.

We have had net losses in the past, in part due to a 3.8% decrease in sales per comparable restaurant in 2008 as compared to 2007 and a 7.1% decrease in sales per comparable restaurant in 2009 as compared to 2008, and our future profitability is uncertain.

During the years ended December 30, 2007 and December 28, 2008, we had a net loss of approximately $0.8 million and $61.4 million, respectively. The net losses during these periods were due to a number of factors, including the impact of the recent recession and weak economic conditions in the markets in which our restaurants are located. During the year ended December 28, 2008, we also incurred an income tax expense of $55.0 million due primarily to a valuation allowance of $59.4 million against the total net deferred tax asset as well as a non-cash impairment charge of $8.5 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Although we had net income of $3.4 million and $8.0 million for the year ended December 27, 2009 and the twenty-six weeks ended June 27, 2010, respectively, we can make no assurances that we will continue to be profitable in future periods. In addition, we had a 3.8% decrease in sales from our comparables restaurants in 2008 as compared to 2007 and a 7.1% decrease in 2009 as compared to 2008. Future net losses and declines in average sales per comparable restaurant may limit our ability to fund our operations, pursue our growth strategy and service our indebtedness.

Damage to our reputation or lack of acceptance of our brands in existing and new markets could negatively impact our business, financial condition and results of operations.

We believe we have built a strong reputation for the quality and breadth of our menu and our restaurants, and we must protect and grow the value of our BRAVO! and BRIO brands to continue to be successful in the future. Any incident that erodes consumer affinity for our brands could significantly reduce their respective values and damage our business. If guests perceive or experience a reduction in food quality, service or ambiance, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.

A multi-location restaurant business such as ours can be adversely affected by negative publicity or news reports, whether or not accurate, regarding food quality issues, public health concerns, illness, safety, injury or government or industry findings concerning our restaurants, restaurants operated by other foodservice providers or others across the food industry supply chain. While we have taken steps to mitigate food quality, public health and other foodservice-related risks, these types of health concerns or negative publicity cannot be completely eliminated or mitigated and may materially harm our results of operations and result in damage to our brands. For example, in May 2006, a food virus outbreak in Michigan affected area restaurants, including one of our BRAVO! restaurants. As a result, this restaurant was closed for four days. While the effect of the outbreak was immaterial to our business, food quality issues or other public health concerns could have an adverse impact on our profitability.

In addition, our ability to successfully develop new restaurants in new markets may be adversely affected by a lack of awareness or acceptance of our brands in these new markets. To the extent that we are unable to foster name recognition and affinity for our brands in new markets, our new restaurants may not perform as expected and our growth may be significantly delayed or impaired.

Because many of our restaurants are concentrated in local or regional areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in these areas.

Our financial performance is highly dependent on restaurants located in Ohio, Florida, Michigan and Pennsylvania, which comprise approximately 45% of our total restaurants. As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain of these states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. In addition, given our geographic concentrations, negative

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publicity regarding any of our restaurants in these areas could have a material adverse effect on our business and operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes, droughts or other natural or man-made disasters.

In particular, adverse weather conditions can impact guest traffic at our restaurants, cause the temporary underutilization of outdoor patio seating, and, in more severe cases, cause temporary restaurant closures, sometimes for prolonged periods. Approximately 34% of our total restaurants are located in Ohio, Michigan and Pennsylvania, which are particularly susceptible to snowfall, and 13% of our total restaurants are located in Florida and Louisiana, which are particularly susceptible to hurricanes. Our business is subject to seasonal fluctuations, with restaurant sales typically higher during certain months, such as December. Adverse weather conditions during our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results from quarter-to-quarter within a fiscal year. For example, the significant snowfall in the Northeast United States in February 2010 led to reduced guest traffic at several of our restaurants. In addition, outdoor patio seating is available at most of our restaurants and may be impacted by a number of weather-related factors. Our inability to fully utilize our restaurants’ seating capacity as planned may negatively impact our revenues and results of operations.

The impact of negative economic factors, including the availability of credit, on our landlords and other retail center tenants could negatively affect our financial results.

Negative effects on our existing and potential landlords due to the inaccessibility of credit and other unfavorable economic factors may, in turn, adversely affect our business and results of operations. If our landlords are unable to obtain financing or remain in good standing under their existing financing arrangements, they may be unable to provide construction contributions or satisfy other lease covenants to us. Approximately 6% of our restaurants are in locations that are owned, managed or controlled by a landlord that has filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the last 12 months. This landlord may be able to reject our leases in the bankruptcy proceedings. As of June 27, 2010, none of our leases have been rejected, but we cannot assure you that any landlord that has filed, or may in the future file, for bankruptcy protection may not attempt to reject leases with us. In addition, if our landlords are unable to obtain sufficient credit to continue to properly manage their retail sites, we may experience a drop in the level of quality of such retail centers. Our development of new restaurants may also be adversely affected by the negative financial situations of developers and potential landlords. Many landlords have delayed or cancelled recent development projects (as well as renovations of existing projects) due to the instability in the credit markets and recent declines in consumer spending, which has reduced the number of high-quality locations available that we would consider for our new restaurants.

In addition, several other tenants at retail centers in which we are located or where we have executed leases have ceased operations or, in some cases, have deferred openings or failed to open after committing to do so. These failures may lead to reduced guest traffic at retail centers in which our restaurants are located and may contribute to lower guest traffic at our restaurants.

Changes in food availability and costs could adversely affect our operating results.

Our profitability and operating margins are dependent in part on our ability to anticipate and react to changes in food costs. We rely on local, regional and national distributors and suppliers to provide our produce, beef, poultry, seafood and other ingredients. We contract with Distribution Market Advantage, or DMA, a cooperative of multiple food distributors located throughout the nation, and US Foodservice for the broadline distribution of most of our food products. Other than for a portion of our commodities, which are purchased locally by each restaurant, we rely on Gordon Food Service, or GFS, as the primary distributor of a majority of our ingredients. Through our agreement with DMA, we have a non-exclusive arrangement with GFS on terms and conditions that we believe are consistent with those made available to similarly situated restaurant companies. Although we believe that alternative distribution sources are available, any increase in distribution prices or failure to perform by GFS could cause our food costs to increase. Additionally, we currently rely on sole suppliers for certain of our food products, including substantially all of our soups and the majority of our sauces. Failure to identify an alternate source of supply for these items may result in significant cost increases. Increases in distribution costs or sale prices could also cause our food costs to increase. In addition, any material interruptions in our supply chain, such as a

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material interruption of ingredient supply due to the failures of third-party distributors or suppliers, or interruptions in service by common carriers that ship goods within our distribution channels, may result in significant cost increases and reduce sales. Changes in the price or availability of certain food products could affect our ability to offer a broad menu and price offering to guests and could materially adversely affect our profitability and reputation.

The type, variety, quality and price of produce, beef, poultry and seafood are more volatile than other types of food and are subject to factors beyond our control, including weather, governmental regulation, availability and seasonality, each of which may affect our food costs or cause a disruption in our supply. For example, weather patterns in recent years have resulted in lower than normal levels of rainfall in key agricultural states such as California, impacting the price of water and the corresponding prices of food commodities grown in states facing drought conditions. Our food distributors or suppliers also may be affected by higher costs to produce and transport commodities used in our restaurants, higher minimum wage and benefit costs and other expenses that they pass through to their customers, which could result in higher costs for goods and services supplied to us. Although we are able to contract for the majority of the food commodities used in our restaurants for periods of up to one year, the pricing and availability of some of the commodities used in our operations cannot be locked in for periods of longer than one week or at all. Currently, we have pricing understandings of varying lengths with several of our distributors and suppliers, including our distributors and suppliers of poultry, seafood, dairy products, soups and sauces, bakery items and certain meat products. We do not use financial instruments to hedge our risk to market fluctuations in the price of beef, seafood, produce and other food products at this time. We may not be able to anticipate and react to changing food costs through our purchasing practices and menu price adjustments in the future, and failure to do so could negatively impact our revenues and results of operations.

Increases in our labor costs, including as a result of changes in government regulation, could slow our growth or harm our business.

We are subject to a wide range of labor costs. Because our labor costs are, as a percentage of revenues, higher than other industries, we may be significantly harmed by labor cost increases.

We retain the financial responsibility for up to $250,000 of risks and associated liabilities with respect to workers’ compensation, general liability, employment practices and other insurable risks through our self insurance programs. Unfavorable fluctuations in market conditions, availability of such insurance or changes in state and/or federal regulations could significantly increase our self insurance costs and insurance premiums. In addition, we are subject to the risk of employment-related litigation at both the state and federal levels, including claims styled as class action lawsuits which are more costly to defend. Also, some employment related claims in the area of wage and hour disputes are not insurable risks.

Despite our efforts to control costs while still providing competitive health care benefits to our staff members, significant increases in health care costs continue to occur, and we can provide no assurance that our cost containment efforts in this area will be effective. Further, we are continuing to assess the impact of recently-adopted federal health care legislation on our health care benefit costs, and significant increases in such costs could adversely impact our operating results. There is no assurance that we will be able to pass through the costs of such legislation in a manner that will not adversely impact our operating results.

In addition, many of our restaurant personnel are hourly workers subject to various minimum wage requirements or changes to tip credits. Mandated increases in minimum wage levels and changes to the tip credit, which are the amounts an employer is permitted to assume an employee receives in tips when calculating the employee’s hourly wage for minimum wage compliance purposes, have recently been and continue to be proposed and implemented at both federal and state government levels. Minimum wage increases or changes to allowable tip credits may increase our labor costs or effective tax rate.

Additionally, potential changes in labor legislation, including the Employee Free Choice Act (EFCA), could result in portions of our workforce being subjected to greater organized labor influence. The EFCA could impact the nature of labor relations in the United States and how union elections and contract negotiations are conducted. The EFCA aims to facilitate unionization, and employers of unionized employees may face mandatory, binding arbitration of labor scheduling, costs and standards, which could increase the costs of doing business. Although we do not currently

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have any unionized employees, EFCA or similar labor legislation could have an adverse effect on our business and financial results by imposing requirements that could potentially increase costs and reduce our operating flexibility.

Labor shortages could increase our labor costs significantly or restrict our growth plans.

Our restaurants are highly dependent on qualified management and operating personnel, including regional management, general managers and executive chefs. Qualified individuals have historically been in short supply and an inability to attract and retain them would limit the success of our existing restaurants as well as our development of new restaurants. We can make no assurances that we will be able to attract and retain qualified individuals in the future. Additionally, the cost of attracting and retaining qualified individuals may be higher than we anticipate, and as a result, our profitability could decline.

Guest traffic at our restaurants could be significantly affected by competition in the restaurant industry in general and, in particular, within the dining segments of the restaurant industry in which we compete.

The restaurant industry is highly competitive with respect to food quality, ambiance, service, price and value and location, and a substantial number of restaurant operations compete with us for guest traffic. The main competitors for our brands are other operators of mid-priced, full service concepts in the multi-location upscale affordable dining segment in which we compete most directly for real estate locations and guests, including Maggiano’s, Cheesecake Factory, P.F. Chang’s and BJ’s Restaurants. We also compete to a lesser extent with nationally recognized casual dining Italian restaurants such as Romano’s Macaroni Grill, Carrabba’s Italian Grill and Olive Garden, as well as high quality, locally-owned and operated Italian restaurants. Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well established in markets in which we have existing restaurants or intend to locate new restaurants. Any inability to successfully compete with the other restaurants in our markets will place downward pressure on our guest traffic and may prevent us from increasing or sustaining our revenues and profitability. We may also need to evolve our concepts in order to compete with popular new restaurant formats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our concepts will not reduce our profitability. In addition, with improving product offerings at fast casual restaurants, quick-service restaurants and grocery stores and the influence of negative economic conditions and other factors, consumers may choose less expensive alternatives, which could also negatively affect guest traffic at our restaurants.

New information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings could result in adverse changes in regulations and consumer eating habits.

Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the health effects of consuming our menu offerings. These changes may result in the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings. For example, a number of states, counties and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information available to guests, or have enacted legislation restricting the use of certain types of ingredients in restaurants. Furthermore, the federal Patient Protection and Affordable Care Act, or PPACA, which was enacted on March 23, 2010, establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically, the law requires chain restaurants with 20 or more locations operating under the same trade name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a succinct statement regarding the suggested daily caloric intake, to enable consumers to understand the number of calories in the menu item in the context of a total daily diet. The law also requires such restaurants to provide to consumers, upon request, a written summary of detailed nutritional information, including total calories and calories from fat, total fat, saturated fat, cholesterol, sodium, total carbohydrates, complex carbohydrates, sugars, dietary fiber, and total protein in each serving size or other unit of measure, for each standard menu item. The menu must include a prominent, clear and conspicuous statement about the availability of this information upon request. The United States Food and Drug Administration, or FDA, is also permitted to require additional nutrient disclosures, such as trans fat content. An unfavorable report on our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings.

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The federal nutrition labeling law under the PPACA became effective upon enactment, on March 23, 2010. However, the FDA, is required to issue proposed regulations by March 23, 2011 to establish the methods by which restaurants should measure the nutrient content of their standard menu items to arrive at the declared value, and the format and manner of the nutrient content disclosures required under the law. Thus, it is expected that the FDA will not enforce the requirements until these regulations are finalized. The new law specifically preempts conflicting state and local laws, and instead provides a single, national standard for nutrition labeling of restaurant menu items. In the meantime, we will be subject to a patchwork of state and local laws and regulations regarding nutritional content disclosure requirements. Many of these requirements are inconsistent or are interpreted differently from one jurisdiction to another.

Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of our menu items, may be costly and time-consuming. Additionally, if consumer health regulations or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may experience higher costs associated with the implementation of those changes. We cannot predict the impact of the new nutrition labeling requirements under the PPACA, once they are issued and implemented. Additionally, we cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits.

Our marketing programs may not be successful.

We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brand awareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more television and radio advertising than we are able to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.

The impact of new restaurant openings could result in fluctuations in our financial performance.

Quarterly results have been, and in the future may continue to be, significantly impacted by the timing of new restaurant openings (often dictated by factors outside of our control), including associated pre-opening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new restaurants. We typically incur the most significant portion of pre-opening expenses associated with a given restaurant within the two months immediately preceding and the month of the opening of the restaurant. Our experience has been that labor and operating costs associated with a newly opened restaurant for the first several months of operation are materially greater than what can be expected after that time, both in aggregate dollars and as a percentage of revenues. Our new restaurants commonly take several months to reach planned operating levels due to inefficiencies typically associated with new restaurants, including the training of new personnel, lack of market awareness, inability to hire sufficient qualified staff and other factors. Accordingly, the volume and timing of new restaurant openings has had, and may continue to have, a meaningful impact on our profitability. Due to the foregoing factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for a full fiscal year, and these fluctuations may cause our operating results to be below expectations of public market analysts and investors.

Opening new restaurants in existing markets may negatively effect sales at our existing restaurants.

The consumer target area of our restaurants varies by location, depending on a number of factors such as population density, local retail and business attractions, area demographics and geography. As a result, the opening of a new restaurant, whether using the same brand or a different brand, in or near markets in which we already have existing restaurants could adversely impact the sales of new or existing restaurants. We do not intend to open new restaurants that materially impact the existing sales of our existing restaurants. However, there can be no

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assurance that sales cannibalization between our restaurants will not occur or become more significant in the future as we continue to expand our operations.

Our business operations and future development could be significantly disrupted if we lose key members of our management team.

The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Saed Mohseni, our President and Chief Executive Officer, and certain of our other senior executive officers. We currently have an employment agreement in place with Mr. Mohseni. The loss of the services of our CEO, senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.

Our growth may strain our infrastructure and resources, which could slow our development of new restaurants and adversely affect our ability to manage our existing restaurants.

We opened two BRAVO! and five BRIO restaurants in 2009, and in 2008 we opened seven BRAVO! and six BRIO restaurants. We have opened two BRAVO! and two BRIO restaurants during 2010 and expect to open one additional BRIO restaurant before fiscal year end. Our recent and future growth may strain our restaurant management systems and resources, financial controls and information systems. Those demands on our infrastructure and resources may also adversely affect our ability to manage our existing restaurants. If we fail to continue to improve our infrastructure or to manage other factors necessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable to reduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.

Changes in, or any failure to comply with, applicable laws or regulations may adversely affect our business and our growth strategy.

Our operations are subject to regulation by federal agencies and to licensing and regulation by state and local health, sanitation, building, zoning, safety, fire and other departments. The regulations cover matters relating to building construction (including environmental impact), zoning requirements, employment, nutritional information disclosure and the preparation and sale of food and alcoholic beverages. The impact of compliance with the laws and regulations of certain states, including states in which we are not currently located but may open restaurants in the future, may be more costly than compliance in other states.

Various state and local health, sanitation, fire and safety codes govern our existing restaurants. In addition, the development of additional restaurants will be subject to compliance with applicable construction, zoning, land use and environmental regulations. Difficulties in obtaining or renewing, or failures to obtain or renew, the required licenses or approvals on a cost-effective and timely basis could delay or prevent the development and openings of new restaurants, or could disrupt the operations of existing restaurants. As is the case with any operator of real property, we are subject to a variety of federal, state and local governmental regulations relating to the use, storage, discharge, emission and disposal of hazardous materials. Failure to comply with environmental laws could result in the imposition of severe penalties or restrictions on operations by governmental agencies or courts of law, which could adversely affect operations. We are unaware of any significant hazards on properties we operate or have operated, the remediation of which would result in material liability. We do not have separate environmental liability insurance nor do we maintain a reserve to cover such events. In the event of the determination of contamination on such properties, the Company, as operator, could be held liable for severe penalties and costs of remediation.

Our relationships with employees are governed by various federal and state labor laws and regulations, including minimum wage requirements, breaks, overtime pay, fringe benefits, safety, working conditions, unemployment tax

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rates, workers’ compensation rates and citizenship or work authorization requirements. We are also subject to the regulations of the U.S. Citizenship and Immigration Services and U.S. Customs and Immigration Enforcement. Our failure to comply with federal and state labor laws and regulations, or our staff members failure to meet federal citizenship or residency requirements, could result in a disruption in our work force, sanctions or fines against us and adverse publicity. We may be unable to increase our prices in order to pass increased labor costs on to our guests, in which case our margins would be negatively affected. Significant government-imposed increases in minimum wages, paid or unpaid leaves of absence, sick leave, and mandated health benefits, or increased tax reporting, assessment or payment requirements related to our staff members who receive gratuities, could be detrimental to the profitability of our restaurants operations. In addition, while we carry employment practices insurance covering a variety of labor-related liability claims, a settlement or judgment against us that is uninsured or in excess of our coverage limitations could have a material adverse effect on our results of operations, liquidity, financial position or business.

Our business is subject to extensive state and local government regulation relating to alcoholic beverage control, public health and food safety and labeling. For example, alcoholic beverage control regulations require each of our restaurants to obtain licenses and permits to sell alcoholic beverages on the premises, and each restaurant must obtain a food service license from local health authorities. In fiscal 2009, approximately 16.4% of our gross revenues at BRAVO! and 22.5% of our gross revenues at BRIO were attributable to the sale of alcoholic beverages. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. The failure of a restaurant to obtain or retain its licenses, permits or other approvals, or any suspension of such licenses, permits or other approvals, would adversely affect that restaurant’s operations and profitability and could adversely affect our ability to obtain these licenses elsewhere. We may also be subject to “dram shop” statutes in certain states, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Even though we are covered by general liability insurance, a settlement or judgment against us under a “dram shop” statute in excess of liability coverage could adversely affect our financial condition and results of operations.

Recent legislation enacted in March 2010 will require chain restaurants with 20 or more locations in the United States to comply with federal nutritional disclosure requirements, making applicable to restaurants certain nutrition labeling requirements from which restaurants have historically been exempt. Additionally, the United States Congress is currently considering food safety legislation that is expected to greatly expand the FDA’s authority over food safety. If this legislation is enacted, we cannot assure you that it will not impact our industry. The costs associated with such compliance may increase over time, and while our ability to adapt to consumer preferences is a strength of our concepts, the effect of such labeling requirements on consumer choices, if any, is unclear at this time.

In addition, our facilities must comply with the applicable requirements of the Americans with Disabilities Act of 1990 (“ADA”) and related federal and state statutes that prohibit discrimination on the basis of disability in public accommodations and employment. Although our restaurants are designed to be accessible to the disabled, we could be required to make modifications to our restaurants to provide service to, or make reasonable accommodations for, disabled persons.

Restaurant companies have been the target of class-actions and other litigation alleging, among other things, violations of federal and state law.

We are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a number of restaurant companies have been subject to claims by guests, employees and others regarding issues such as food safety, personal injury and premises liability, employment-related claims, harassment, discrimination, disability and other operational issues common to the foodservice industry. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted against us from time to time, including a 2004 class action lawsuit initiated by servers at a BRIO location in Newport, Kentucky. In this lawsuit, certain of our servers alleged that they were required to remit back to the restaurant a percentage of their tips in violation of Kentucky law. While we settled this lawsuit for an immaterial amount and no other such lawsuits have had a material impact historically, an adverse judgment or settlement that is not insured or is in excess of insurance coverage could have an adverse impact on our

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profitability and could cause variability in our results compared to expectations. We are self-insured, or carry insurance programs with specific retention levels, for a significant portion of our risks and associated liabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity, litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.

Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impact our profitability.

We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results of operations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based on our historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and are expected to continue to increase in 2010. These increases, as well as recently-enacted federal legislation requiring employers to provide specified levels of health insurance to all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of such increases with plan modifications and cost control measures, additional operating efficiencies or the pass-through of such increased costs to our guests.

Our substantial indebtedness may limit our ability to invest in the ongoing needs of our business.

We have a substantial amount of indebtedness. On an as adjusted basis giving effect to this offering, assuming an initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, and the use of the offering proceeds, as well as entry into our new senior credit facilities, as of June 27, 2010, we would have had approximately $45.0 million of total indebtedness. In particular, assuming an initial public offering price of $15.00 per share, we expect to have approximately $45.0 million and no outstanding indebtedness under our new term loan facility and new revolving credit facility, respectively, and $36.1 million of revolving loan availability under our new revolving credit facility (after giving effect to $3.9 million of outstanding letters of credit). For the year ended December 27, 2009 and the twenty-six week period ended June 27, 2010, our principal repayments/(borrowings) on indebtedness (including net repayments under our existing revolving credit facility) were $9.3 million and $6.4 million, respectively, and cash interest expenses for such periods were $7.0 million and $3.4 million, respectively.

Our indebtedness could have important consequences to you. For example, it:

•  requires us to utilize a substantial portion of our cash flow from operations to payments on our indebtedness, reducing the availability of our cash flow to fund working capital, capital expenditures, development activity and other general corporate purposes;

•  increases our vulnerability to adverse general economic or industry conditions;

•  limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;

•  makes us more vulnerable to increases in interest rates, as borrowings under our new senior credit facilities are expected to be at variable rates;

•  limits our ability to obtain additional financing in the future for working capital or other purposes; and

•  places us at a competitive disadvantage compared to our competitors that have less indebtedness.

Although our new senior credit facilities will contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness.

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Our new senior credit facilities to be put in place with the consummation of this offering are expected to require us to maintain certain interest expense coverage ratios and leverage ratios which become more restrictive over time. While we have never defaulted on compliance with any financial covenants under the terms of our indebtedness, our ability to comply with these ratios in the future may be affected by events beyond our control, and an inability to comply with the required financial ratios could result in a default under our new senior credit facilities. In the event of any default, the lenders under our new senior credit facilities could elect to terminate lending commitments and declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and payable.

See “Description of Indebtedness,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources.”

We may be unable to obtain debt or other financing on favorable terms or at all.

There are inherent risks in our ability to borrow. Our lenders, including the lenders participating in our new senior credit facilities, may have suffered losses related to their lending and other financial relationships, especially because of the general weakening of the national economy, increased financial instability of many borrowers and the declining value of their assets. As a result, lenders may become insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our new senior credit facilities, refinance our existing indebtedness or to obtain other financing on favorable terms or at all. Our access to funds under our new senior credit facilities is dependent upon the ability of our lenders to meet their funding commitments. Our financial condition and results of operations would be adversely affected if we were unable to draw funds under our new senior credit facilities because of a lender default or to obtain other cost-effective financing.

Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business can be arranged. Such measures could include deferring capital expenditures (including the opening of new restaurants) and reducing or eliminating other discretionary uses of cash.

We may be required to record additional asset impairment charges in the future.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, we review long-lived assets, such as property and equipment and intangibles, subject to amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily includes an assessment of historical cash flows and other relevant factors and circumstances. The other factors and circumstances include changes in the economic environment, changes in the manner in which assets are used, unfavorable changes in legal factors or business climate, incurring excess costs in construction of the asset, overall restaurant operating performance and projections for financial performance. These estimates result in a wide range of variability on a year to year basis due to the nature of the criteria. Negative restaurant-level cash flow over the previous 12-month period is considered a potential impairment indicator. In such situations, we evaluate future cash flow projections in conjunction with qualitative factors and future operating plans. Our impairment assessment process requires the use of estimates and assumptions regarding future undiscounted cash flows and operating outcomes, which are based upon a significant degree of management’s judgment. Based on this analysis, if we believe that the carrying amount of the assets are not recoverable, an impairment charge is recognized based upon the amount by which the assets carrying value exceeds fair value. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Accounting Policies — Impairment of Long-Lived Assets.” We recognized asset impairment charges of approximately $6.4 million and $8.5 million in fiscal 2009 and 2008, respectively, related to three and five restaurants, respectively.

Continued economic deterioration within our respective markets may adversely impact consumer discretionary spending and may result in lower restaurant sales. Unfavorable fluctuations in our commodity costs, supply costs and labor rates, which may or may not be within our control, may also impact our operating margins. Any of

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these factors could as a result affect the estimates used in our impairment analysis and require additional impairment tests and charges to earnings. We continue to assess the performance of our restaurants and monitor the need for future impairment. There can be no assurance that future impairment tests will not result in additional charges to earnings.

Security breaches of confidential guest information in connection with our electronic processing of credit and debit card transactions may adversely affect our business.

The majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information of their customers has been stolen. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our guests’ credit or debit card information. Any such claim or proceeding, or any adverse publicity resulting from these allegations, may have a material adverse effect on us and our restaurants.

We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.

Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks and other proprietary intellectual property, including our names and logos and the unique ambiance of our restaurants. We have registered or applied to register a number of our trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands.

If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which could have a negative impact on our operating profits and harm our future prospects.

Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.

We rely on our computer systems and network infrastructure across our operations, including point-of-sale processing at our restaurants. Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.

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A major natural or man-made disaster at our corporate facility could have a material adverse effect on our business.

Most of our corporate systems, processes and corporate support for our restaurant operations are centralized at one Ohio location, with the exception of back-up data tapes that are sent off-site on a weekly basis. We are currently implementing a new disaster recovery plan, including the establishment of a datacenter/co-location facility. If we are unable to fully develop a new disaster recovery plan, we may experience failures or delays in recovery of data, delayed reporting and compliance, inability to perform necessary corporate functions and other breakdowns in normal operating procedures that could have a material adverse effect on our business and create exposure to administrative and other legal claims against us.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, we have not been responsible for certain corporate governance and financial reporting practices and policies required of a publicly traded company. Following this offering, we will be a publicly traded company and will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), as well as rules implemented by the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Global Market, require changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur approximately $1.0 to $1.5 million of incremental costs per year associated with being a publicly-traded company; however, it is possible that our actual incremental costs of being a publicly-traded company will be higher than we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC after the consummation of this offering, and will likely require in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. We will be unable to issue securities in the public markets through the use of a shelf registration statement if we are not in compliance with Section 404. In addition, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price.

Federal, state and local tax rules may adversely impact our results of operations and financial position.

We are subject to federal, state and local taxes in the U.S. Although we believe our tax estimates are reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could face additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, and increases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effective tax rate could have a material impact on our financial results.

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Risks Relating to this Offering

The price of our common stock may be volatile and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our common stock could fluctuate significantly for various reasons, which include:

•  our quarterly or annual earnings or those of other companies in our industry;

•  changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;

•  the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•  changes in accounting standards, policies, guidance, interpretations or principles;

•  additions or departures of our senior management personnel;

•  sales of common stock by our directors and executive officers;

•  sales or distributions of common stock by our sponsors;

•  adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•  actions by shareholders;

•  the level and quality of research analyst coverage for our common stock, changes in financial estimates or investment recommendations by securities analysts following our business or failure to meet such estimates;

•  the financial disclosure we may provide to the public, any changes in such disclosure or our failure to meet such disclosure;

•  various market factors or perceived market factors, including rumors, whether or not correct, involving us, our distributors or suppliers or our competitors;

•  introductions of new offerings or new pricing policies by us or by our competitors;

•  acquisitions or strategic alliances by us or our competitors;

•  short sales, hedging and other derivative transactions in the shares of our common stock;

•  the operating and stock price performance of other companies that investors may deem comparable to us; and

•  other events or factors, including changes in general conditions in the United States and global economies or financial markets (including those resulting from Acts of God, war, incidents of terrorism or responses to such events).

In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our stock price.

In the past, following periods of market volatility in the price of a company’s securities, security holders have often instituted class action litigation. If the market value of our common stock experiences adverse fluctuations and we become involved in this type of litigation, regardless of the outcome, we could incur substantial legal costs and our management’s attention could be diverted from the operation of our business, causing our business to suffer.

There is no existing market for our common stock and we do not know if one will develop to provide you with adequate liquidity.

Prior to this offering, there has not been a public market for our common stock. An active market for our common stock may not develop following the completion of this offering, or if it does develop, may not be maintained. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the shares of our common stock will be determined by negotiations between us, the selling shareholders and the representatives of the underwriters and may not be

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indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

Future sales of our common stock, including shares purchased in this offering, in the public market could lower our stock price.

Sales of substantial amounts of our common stock in the public market following this offering by our existing shareholders, upon the exercise of outstanding stock options or by persons who acquire shares in this offering may adversely affect the market price of our common stock. Such sales could also create public perception of difficulties or problems with our business. These sales might also make it more difficult for us to sell securities in the future at a time and price that we deem appropriate.

Upon the completion of this offering, we will have outstanding 19,250,000 shares of common stock, of which:

•  8,333,000 shares will be shares that we and the selling shareholders are selling in this offering and, unless purchased by affiliates, may be resold in the public market immediately after this offering;

•  44,063 shares will be shares that are held by non-employee existing shareholders and will be eligible for sale on the date of this prospectus; and

•  10,872,937 shares will be “restricted securities,” as defined in Rule 144 under the Securities Act, and eligible for sale in the public market pursuant to the provisions of Rule 144, all of which are subject to lock-up agreements and will become available for resale in the public market beginning 180 days after the date of this prospectus.

With limited exceptions, as described under the caption “Underwriting,” these lock-up agreements prohibit a shareholder from selling, contracting to sell or otherwise disposing of any common stock or securities that are convertible or exchangeable for common stock or entering into any arrangement that transfers the economic consequences of ownership of our common stock for at least 180 days from the date of this prospectus, although the lead underwriters may, in their sole discretion and at any time without notice, release all or any portion of the securities subject to these lock-up agreements. The lead underwriters have advised us that they have no present intent or arrangement to release any shares subject to a lock-up and will consider the release of any lock-up on a case-by-case basis. Upon a request to release any shares subject to a lock-up, the lead underwriters would consider the particular circumstances surrounding the request including, but not limited to, the length of time before the lock-up expires, the number of shares requested to be released, reasons for the request, the possible impact on the market for our common stock and whether the holder of our shares requesting the release is an officer, director or other affiliate of ours. As a result of these lock-up agreements, notwithstanding earlier eligibility for sale under the provisions of Rule 144, none of these shares may be sold until at least 180 days after the date of this prospectus.

As restrictions on resale end, our stock price could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These sales might also make it more difficult for us to sell securities in the future at a time and at a price that we deem appropriate.

You will suffer immediate and substantial dilution.

The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. Assuming an offering price of $15.00 per share, you will incur immediate and substantial dilution in the amount of $15.04 per share. See “Dilution.” If outstanding options to purchase our common stock are exercised, you will experience additional dilution. Any future equity issuances will result in even further dilution to holders of our common stock.

If securities analysts or industry analysts downgrade our stock, publish negative research or reports, or do not publish reports about our business, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us, our business and our industry. If one or more analysts adversely change their recommendation regarding our stock or our competitors’ stock, our stock price would likely decline. If one or

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more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Certain provisions of Ohio law and our articles of incorporation and regulations that will be in effect after this offering may deter takeover attempts, which may limit the opportunity of our shareholders to sell their shares at a favorable price, and may make it more difficult for our shareholders to remove our board of directors and management.

Provisions in our articles of incorporation and regulations, as they will be in effect upon the closing of this offering, may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

•  advance notice requirements for shareholders proposals and nominations;

•  availability of “blank check” preferred stock;

•  establish a classified board of directors so that not all members of our board of directors are elected at one time;

•  the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or due to the resignation or departure of an existing board member;

•  the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of shareholders to elect director candidates; and

•  limitations on the removal of directors.

In addition, because we are incorporated in Ohio, we are governed by the provisions of Section 1704 of the Ohio Revised Code. These provisions may prohibit large shareholders, particularly those owning 10% or more of our outstanding voting stock, from merging or combining with us. These provisions in our articles of incorporation and regulations and under Ohio law could discourage potential takeover attempts, could reduce the price that investors are willing to pay for shares of our common stock in the future and could potentially result in the market price being lower than they would without these provisions.

Although no shares of preferred stock will be outstanding upon the completion of this offering and although we have no present plans to issue any preferred stock, our articles of incorporation authorize the board of directors to issue up to 5,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which will be determined at the time of issuance by our board of directors without further action by the shareholders. These terms may include voting rights, including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock and, therefore, could reduce the value of our common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock and the foregoing anti-takeover provisions may prevent or frustrate attempts by a third party to acquire control of our company, even if some of our shareholders consider such change of control to be beneficial. See “Description of Capital Stock.”

Since we do not expect to pay any dividends for the foreseeable future, investors in this offering may be forced to sell their stock in order to realize a return on their investment.

We have not declared or paid any dividends on our common stock. We do not anticipate that we will pay any dividends to holders of our common stock for the foreseeable future. Any payment of cash dividends will be at the discretion of our board of directors and will depend on our financial condition, capital requirements, legal requirements, earnings and other factors. We anticipate that our ability to pay dividends will be restricted by the terms of our new senior credit facilities and might be restricted by the terms of any indebtedness that we incur in the future. Consequently, you should not rely on dividends in order to receive a return on your investment. See “Dividend Policy.”

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Upon the completion of this offering, the concentration of our capital stock ownership with our sponsors and other insiders will likely limit an investor’s ability to influence corporate matters.

Upon completion of this offering and the reorganization transactions, our private equity sponsors, Castle Harlan and BRS, will each own approximately 19.9% of our outstanding common stock, and our sponsors, executive officers, directors and affiliated entities controlled by us, these entities or these individuals will together beneficially own or control approximately 48.2% of our outstanding common stock, or 42.1% if the underwriters exercise their over-allotment option in full. See “Reorganization Transactions.” As a result, these shareholders, acting individually or together, will have substantial influence and control over management and matters that require approval by our shareholders, including amendments to our articles of incorporation and regulations and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. This concentration of ownership may delay or prevent a change in control of our company and make the execution of some transactions more difficult or impossible without the support of these shareholders. It is possible that the interests of our sponsors and other insider shareholders may in some circumstances conflict with our interests, the interests of the other sponsors or insiders or the interests of our other shareholders, including you.

Certain of our directors are also officers or control persons of our sponsors and/or their affiliates. Although these directors owe a fiduciary duty to manage us in a manner beneficial to us and our shareholders, these individuals also owe fiduciary duties to these other entities and their shareholders, members and limited partners. Because our sponsors and their affiliates have such interests in other companies and engage in other business activities, certain of our directors may experience conflicts of interest in allocating their time and resources among our business and these other activities. Furthermore, these individuals could make substantial profits as a result of investment opportunities allocated to entities other than us. As a result, these individuals could pursue transactions that may not be in our best interest, which could have a material adverse effect on our operations and your investment.

Our reported financial results may be adversely affected by changes in accounting principles applicable to us.

Generally accepted accounting principles in the U.S. are subject to interpretation by the Financial Accounting Standards Board, or FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change. In addition, the SEC has announced a multi-year plan that could ultimately lead to the use of International Financial Reporting Standards by U.S. issuers in their SEC filings. Any such change could have a significant effect on our reported financial results.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common shareholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing shareholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

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Reorganization Transactions

The diagram below illustrates our ownership structure prior to the reorganization transactions described below. The ownership percentages presented in the charts below exclude all outstanding options.

Structure Prior to IPO Reorganization

It is anticipated that our majority shareholder, Bravo Development Holdings LLC, or Holdings, and each of our other current shareholders will enter into an exchange agreement with us pursuant to which, immediately prior to the consummation of this offering, Holdings and each such other shareholder will exchange all outstanding shares of our Series A preferred stock and common stock for shares of our new common stock.

An aggregate of 14,250,000 shares of our new common stock will be issued by us in exchange for all shares of our outstanding Series A preferred stock and our outstanding common stock, which shares of new common stock will constitute all of our issued and outstanding capital stock immediately prior to the consummation of this offering. The number of shares of new common stock issued pursuant to such exchanges will be fixed at 14,250,000 shares. Under the terms of the exchange agreement, each outstanding share of Series A preferred stock will be exchanged for approximately 117.9 shares of our new common stock. The 117.9 shares of new common stock that will be received in exchange for each outstanding share of Series A preferred stock represent an aggregate fair value, based upon an assumed initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover of this prospectus, equal to the liquidation preference for such share of Series A preferred stock on the anticipated closing date of this offering. The “liquidation preference,” as defined in our amended and restated articles of incorporation, for each share of Series A preferred stock equals $1,000 plus all accumulated but unpaid dividends that have accrued on such share. The holders of our outstanding common stock will receive that number of shares of new common stock which is equal to the 14,250,000 shares of new common stock that will be issued, in the aggregate, in the exchanges less the number of shares of new common stock that will be issued in exchange for shares of our outstanding Series A preferred stock. Accordingly, each outstanding share of our common stock will be exchanged for approximately 6.9 shares of our new common stock. As a result of the exchanges, 7,015,630 shares of our new common stock, representing a beneficial ownership interest of 36.4% of our company following the reorganization transactions and the consummation of this offering, will be exchanged for shares of our outstanding Series A preferred stock and 7,234,370 shares of our new common stock, representing a beneficial ownership interest of 37.6% of our company following the reorganization transactions and the consummation of this offering, will be exchanged for shares of our outstanding common stock. Because the exchange ratios for our outstanding Series A preferred stock and common stock have been fixed, an increase or decrease in the initial

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public offering price or a change in the closing date of this offering will have no effect on the number of shares of our new common stock received in the exchanges by holders of our outstanding Series A preferred stock and common stock.

Prior to the consummation of this offering, (i) all outstanding shares of our common stock will be exchanged for shares of our new common stock and (ii) all outstanding shares of our Series A preferred stock will be exchanged for shares of our new common stock as described above. Following these transactions and immediately prior to the consummation of this offering, Holdings will in turn distribute the shares of new common stock it received as part of the exchanges detailed above to its members on a pro rata basis in accordance with such members’ ownership interest in the units of Holdings. Holdings will then be dissolved. The reorganization transactions will have no effect on our total stockholders’ equity.

In this prospectus, we collectively refer to the transactions described above as the “reorganization transactions.” Upon the consummation of this offering and the reorganization transactions, there will be no shares of Series A preferred stock outstanding.

As a result of the reorganization transactions and immediately following the consummation of this offering, BRS and its affiliates will beneficially own approximately 19.9% of our common stock, Castle Harlan and its affiliates will beneficially own approximately 19.9% of our common stock and our executive officers, directors and principal shareholders will collectively beneficially own approximately 48.2% of our common stock. If the underwriters exercise their over-allotment option in full, BRS and its affiliates will beneficially own 16.8% of our common stock, Castle Harlan and its affiliates will beneficially own 16.8% of our common stock and our executive officers, directors and principal shareholders will beneficially own 42.1% of our common stock. The diagram below illustrates our ownership structure following the reorganization transactions and the sale of common stock by us and the selling shareholders in this offering.

Structure Following IPO Reorganization

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Cautionary Statement Regarding Forward-Looking Statements

This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under “Risk Factors.” The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by, the forward-looking statements:

•  the success of our existing and new restaurants;

•  our ability to successfully develop and expand our operations;

•  changes in economic conditions, including continuing effects from the recent recession;

•  our history of net losses;

•  damage to our reputation or lack of acceptance of our brands;

•  economic and other trends and developments, including adverse weather conditions, in those local or regional areas in which our restaurants are concentrated;

•  the impact of economic factors, including the availability of credit, on our landlords and other retail center tenants;

•  changes in availability or cost of our principal food products;

•  increases in our labor costs, including as a result of changes in government regulation;

•  labor shortages or increased labor costs;

•  increasing competition in the restaurant industry in general as well as in the dining segments of the restaurant industry in which we compete;

•  changes in attitudes or negative publicity regarding food safety and health concerns;

•  the success of our marketing programs;

•  potential fluctuations in our quarterly operating results due to new restaurant openings and other factors;

•  the effect on existing restaurants of opening new restaurants in the same markets;

•  the loss of key members of our management team;

•  strain on our infrastructure and resources caused by our growth;

•  the impact of federal, state or local government regulations relating to building construction and the opening of new restaurants, our existing restaurants, our employees, the sale of alcoholic beverages and the sale or preparation of food;

•  the impact of litigation;

•  our inability to obtain adequate levels of insurance coverage;

•  the impact of our substantial indebtedness;

•  future asset impairment charges;

•  security breaches of confidential guest information;

•  inadequate protection of our intellectual property;

•  our ability to raise capital in the future;

•  the failure or breach of our information technology systems;

•  a major natural or man-made disaster at our corporate facility;

•  increased costs and obligations as a result of being a public company;

•  the impact of federal, state and local tax rules;

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•  concentration of ownership among our existing executives, directors and principal shareholders may prevent new investors from influencing significant corporate decisions; and

•  other factors discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. We assume no obligation to provide revisions to any forward-looking statements should circumstances change.

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Use of Proceeds

We estimate that the net proceeds to us from this offering will be approximately $67.0 million, assuming an initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase or decrease in the assumed initial public offering price of $15.00 per share would increase or decrease, as applicable, the net proceeds to us by approximately $4.7 million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The selling shareholders will receive $46.5 million in net proceeds from their sale of 3,333,000 shares of common stock in this offering, assuming an initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions, or approximately $63.9 million if the underwriters exercise in full their option to purchase additional shares of common stock to cover over-allotments. We will not receive any proceeds from the sale of shares by the selling shareholders. See “Reorganization Transactions,” “Principal and Selling Shareholders” and “Underwriting.”

In connection with this offering, we intend to enter into new senior credit facilities, consisting of a $45.0 million term loan facility and a $40.0 million revolving credit facility. We intend to use the net proceeds of this offering, together with $45.0 million of borrowings under our new term loan facility, as follows:

•  To repay all our loans outstanding under our existing senior credit facilities, and any accrued and unpaid interest and related LIBOR breakage costs and other fees. As of June 27, 2010, approximately $79.4 million principal amount of loans were outstanding under our existing senior credit facilities. The weighted-average interest rate for the year ended December 27, 2009 of our indebtedness under our existing senior credit facilities was 3.47%. Our existing senior credit facilities can be prepaid without premium or penalty, other than any related LIBOR breakage costs and other fees. Our existing senior credit facilities mature on June 29, 2012. Affiliates of Wells Fargo Securities, LLC will receive more than 5% of the proceeds from this offering (after taking into account underwriters’ discounts and commissions and offering expenses payable by us) as lenders under our existing senior credit facilities. An affiliate of Jefferies & Company, Inc. is also a lender under our existing senior credit facilities, although it will receive less than 5% of the proceeds from this offering (after taking into account underwriters’ discounts and commissions and offering expenses payable by us).

•  To repay all of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. As of June 27, 2010, approximately $32.4 million aggregate principal amount of our 13.25% senior subordinated secured notes were outstanding. Interest on our 13.25% senior subordinated secured notes is payable monthly at an annual interest rate of 13.25%, with the principal due on December 29, 2012. Pursuant to the note purchase agreement governing the 13.25% senior subordinated secured notes, we were entitled to elect monthly during the first year to accrue interest at the rate of 14.25% per annum with no payments. Commencing in the second year of the note purchase agreement through the maturity date, we have the option to accrue interest at an annual rate of 13.25%, consisting of cash interest equal to 9% and paid-in-kind interest of 4.25%. Interest accrued but unpaid during the term of the notes is capitalized into the principal balance. Our 13.25% senior subordinated secured notes can be prepaid without premium or penalty.

Based upon an assumed initial public offering price of $15.00 per share, we do not expect to incur any borrowings under our new revolving credit facility at the time of the consummation of this offering. In the event that the initial public offering price is less than $15.00 per share, we intend to incur additional borrowings under our new revolving credit facility in an amount sufficient to repay all loans outstanding under our existing senior credit facilities and our senior subordinated secured notes. A $1.00 decrease in the assumed initial public offering price would increase borrowings under our new revolving credit facility by $4.7 million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Any remaining net proceeds will be used for general corporate purposes.

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Dividend Policy

We do not currently pay cash dividends on our common stock and do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings to fund the operation, development and expansion of our business. Any future determinations relating to our dividend policies will be made at the discretion of our board of directors and will depend on existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. In addition, we anticipate that our ability to declare and pay dividends will be restricted by covenants in our new senior credit facilities.

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Capitalization

The following table sets forth our capitalization as of June 27, 2010:

•  on an actual basis; and

•  on an as adjusted basis to give effect to (1) the sale of shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, and after deducting underwriting discounts and commissions and estimated fees and expenses payable by us, (2) the reorganization transactions and (3) the application of the net proceeds of this offering and borrowings under our new senior credit facilities as described under “Use of Proceeds,” as if the events had occurred on June 27, 2010.

You should read this information in conjunction with “Reorganization Transactions,” “Use of Proceeds,” “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Indebtedness” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 27, 2010
(In thousands)	Actual			As Adjusted
Cash and cash equivalents	$	268		$	268
Debt:
Existing revolving credit facility(1)	$	—		$	—
Existing term loan facility(2)		79,406			—
13.25% senior subordinated secured notes(3)		32,384			—
New revolving credit facility(4)		—			—
New term loan facility		—			45,000
Other debt		—			—
Total debt(4)		111,790			45,000
Series A preferred stock(5)(6)		100,629			—
Total stockholders’ equity (deficiency in assets)(4)(6)		(64,707	)		2,293
Total capitalization	$	147,712		$	47,293

(1)	The existing revolving credit facility is a part of our existing senior credit facilities and provides for borrowings of up to $30.0 million, of which $26.1 million was available as of June 27, 2010 for working capital and general corporate purposes (after giving effect to $3.9 million of outstanding letters of credit at June 27, 2010).
(2)	We borrowed $82.5 million in term loans under our existing senior credit facilities. Between June 29, 2006 and June 27, 2010, we repaid approximately $3.1 million of our outstanding term loans.
(3)	Reflects the balance sheet liability of our 13.25% senior subordinated secured notes calculated in accordance with GAAP. From November 2006 through January 2010, the Company elected to capitalize accrued but unpaid interest on the senior subordinated secured notes as permitted under the related note purchase agreement. Total unpaid interest capitalized into the balance of the senior subordinated secured notes since the issuance of the senior subordinated secured notes amounted to approximately $6.7 million.

(4) A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, would increase (decrease) total stockholders’ equity (deficiency in assets) by $4.7 million, and a $1.00 decrease in the assumed initial public offering price of $15.00 per share would increase borrowings under our new revolving credit facility and total debt by $4.7 million, assuming in each case the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As adjusted total stockholder’s equity (deficiency in assets) as of June 27, 2010 included in the as adjusted balance sheet data shown above reflects $67.0 million in net proceeds from this offering.

(5) Reflects the liquidation preference for our Series A preferred stock, including undeclared preferred dividends of $41.1 million, as of June 27, 2010.

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(6) As of June 27, 2010, without giving effect to the reorganization transactions, the Company had 1,050,000 shares of outstanding common stock. As part of the reorganization transactions, all shares of our issued and outstanding common stock will be exchanged for shares of new common stock at a fixed exchange ratio of approximately 1:6.9 and all shares of our issued and outstanding Series A preferred stock will be exchanged for shares of new common stock at a fixed exchange ratio of approximately 1:117.9. Immediately following the reorganization transactions but prior to the consummation of this offering, the Company will have 14,250,000 shares of new common stock outstanding. In connection with this offering, the Company will issue an additional 5,000,000 shares of new common stock and, immediately following this offering, the Company will have 19,250,000 shares of new common stock shares outstanding.

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Dilution

Purchasers of shares of common stock in this offering will experience immediate and substantial dilution in the net tangible book value of the common stock from the initial public offering price. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our common stock outstanding. Dilution in net tangible book value per share represents the difference between the amount per share that you pay in this offering and the net tangible book value per share immediately after this offering. Our net tangible book value (deficit) as of June 27, 2010 was approximately $(64.7) million, or $(4.54) per share.

After giving effect to (i) the sale by us of 5,000,000 shares of our common stock in this offering at an assumed initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, (ii) the reorganization transactions and (iii) the deduction of estimated underwriting discounts and commissions and estimated fees and expenses payable by us, our pro forma net tangible book value at June 27, 2010 would have been approximately $(0.7) million, or $(0.04) per share. This represents an immediate increase in net tangible book value of $4.50 per share to existing shareholders and an immediate and substantial dilution of $15.04 per share to new investors. This calculation does not give effect to our use of proceeds from this offering or any borrowings under our new senior credit facilities. The following table illustrates this per share dilution:

				Per Share
Assumed initial public offering price per share (the midpoint of the range set forth on the cover of this prospectus)				$	15.00
Actual net tangible book value per share as of June 27, 2010	$	(4.54	)
Increase per share attributable to new investors	$	4.50
Pro forma net tangible book value per share after this offering				$	(0.04	)
Dilution per share to new investors				$	15.04

Sales of 3,333,000 shares of common stock by the selling shareholders in this offering will reduce the number of shares of common stock held by existing shareholders to 10,917,000, or approximately 56.7% of the total shares of common stock outstanding after this offering, and will increase the number of shares held by new investors to 8,333,000, or approximately 43.3% of the total shares of common stock outstanding after this offering.

If the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in this offering at the assumed initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, the number of shares of common stock held by existing shareholders will be reduced to 9,667,050, or 50.2% of the aggregate number of shares of common stock outstanding after this offering, the number of shares of common stock held by new investors will be increased to 9,582,950, or 49.8% of the aggregate number of shares of common stock outstanding after this offering. In the event of an exercise of the underwriters’ overallotment option, there will be no additional increase per share attributable to new investors and no additional changes to the pro forma net tangible book value per share or the dilution per share to new investors.

A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, would increase (decrease) our pro forma net tangible book value by $4.7 million, the pro forma net tangible book value per share after this offering by $0.24 per share, and the dilution per share to new investors by $0.24 per share, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the pro forma basis described above as of June 27, 2010, after giving effect to the reorganization transactions, the total number of shares of common stock purchased from us and the selling shareholders and the total consideration and the average price per share paid by existing shareholders and by investors participating in this offering. The calculation below is based on the assumed initial public offering price

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of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, before deducting estimated underwriting discounts and commissions and estimated fees and expenses payable by us.

	Shares Purchased					Total Consideration					Average Price
	Number		Percentage			Amount		Percentage			per Share
Existing shareholders		10,916,667		56.7	%	$	70,000,000		35.9	%	$	6.41
New investors		8,333,000		43.3	%		124,995,000		64.1	%		15.00
Total		19,250,000		100	%	$	194,995,000		100	%	$	10.13

Each $1.00 increase (decrease) in the assumed offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, would increase (decrease) total consideration paid by new investors and total consideration paid by all shareholders by $5.0 million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same, and before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma dilution information above is for illustration purposes only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

The number of shares of our common stock outstanding after this offering as shown above is based on the number of shares outstanding as of June 27, 2010. As of June 27, 2010, there were options outstanding to purchase 1,767,754 shares of our common stock, with exercise prices of either $0.73 or $1.45 per share, or a weighted average exercise price of $1.44 per share. Optionholders do not have the right to exercise their vested options unless and until the Company’s private equity sponsors attain designated returns on their investment, measured based on the sponsors’ receipt of net proceeds and internal rate of return from an approved sale or public offering. The Company’s board of directors has determined, pursuant to the exercise of its discretion in accordance with the 2006 Plan, that 80.0% of each outstanding option award shall be deemed vested and exercisable in connection with this offering, based upon the deemed achievement of designated performance thresholds. As a result, options to purchase 1,414,203 shares of our common stock will be fully vested and exercisable following the consummation of this offering. Any unvested and/or unexercisable portion of each outstanding option award will be forfeited in accordance with the terms of the 2006 Plan. See “Compensation Discussion and Analysis — Equity Compensation.”

The tables and calculations above assume that no options have been exercised. To the extent outstanding options are exercised, you would experience further dilution if the exercise price is less than our net tangible book value per share. In addition, if we grant options, warrants, or other convertible securities or rights to purchase our common stock in the future with exercise prices below the initial public offering price, new investors will incur additional dilution upon exercise of such securities or rights.

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Selected Historical Consolidated Financial and Operating Data

You should read the following selected historical consolidated financial and operating data in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. You should also read “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All of these materials are contained elsewhere in this prospectus. The selected historical consolidated financial data as of December 28, 2008 and December 27, 2009 and for the three years in the period ended December 27, 2009 have been derived from consolidated financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm, included elsewhere in this prospectus. The selected historical consolidated financial data as of December 25, 2005, December 31, 2006 and December 30, 2007 and for the two years in the period ended December 31, 2006 have been derived from our audited consolidated financial statements not included elsewhere in this prospectus. We derived the historical financial data as of June 27, 2010 and for the twenty-six weeks ended June 28, 2009 and June 27, 2010 from our unaudited interim consolidated financial statements, which are included elsewhere in this prospectus. We have derived the balance sheet data as of June 28, 2009 from our unaudited interim consolidated financial statements not included elsewhere in this prospectus.

Basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding for the years ended December 31, 2006, December 30, 2007, December 28, 2008 and December 27, 2009 and for the twenty-six weeks ended June 28, 2009 and June 27, 2010 are presented on a historical basis.

	Year Ended(1)														Twenty-Six Weeks Ended
	December 25,		December 31,			December 30,			December 28,			December 27,			June 28,			June 27,
	2005		2006			2007			2008			2009			2009			2010
	(Dollars in thousands, except per share data)
Statement of Operations Data:
Revenues	$	198,787	$	241,369		$	265,374		$	300,783		$	311,709		$	153,514		$	170,996
Cost of sales		59,050		70,632			75,340			84,618			82,609			40,765			44,389
Labor		66,565		81,054			89,663			102,323			106,330			53,733			58,100
Operating		31,710		36,966			41,567			47,690			48,917			25,265			26,560
Occupancy		10,491		14,072			16,054			18,736			19,636			10,435			11,310
General and administrative expenses		13,098		15,401			16,768			15,042			17,123			8,898			8,936
Restaurant pre-opening costs		4,072		4,658			5,647			5,434			3,758			2,060			1,685
Depreciation and amortization		7,179		9,414			12,309			14,651			16,088			7,889			8,335
Asset impairment charges		475		3,266						8,506			6,436
Other expenses — net		428		359			462			229			157			153			51
Total costs and expenses		193,068		235,822			257,810			297,229			301,054			149,198			159,366
Income from operations		5,719		5,547			7,564			3,554			10,655			4,316			11,630
Net interest expense		258		5,643			11,853			9,892			7,119			3,693			3,543
Income (loss) before income taxes		5,461		(96	)		(4,289	)		(6,338	)		3,536			623			8,087
Income tax provision (benefit)(2)		39		613			(3,503	)		55,061			135			120			104
Net income (loss)	$	5,422	$	(709	)	$	(786	)	$	(61,399	)	$	3,401		$	503		$	7,983
Undeclared preferred dividend		—		(4,257	)		(8,920	)		(10,175	)		(11,599	)		(5,420	)		(6,179	)
Net income (loss) available to common shareholders	$	5,422	$	(4,966	)	$	(9,706	)	$	(71,574	)	$	(8,198	)	$	(4,917	)	$	1,804
Per Share Data:(2)(3)
Net income (loss) available to common shareholders		NM		NM		$	(9.24	)	$	(68.17	)	$	(7.81	)	$	(4.68	)	$	1.72
Weighted average common shares outstanding — basic and diluted		NM		NM			1,050			1,050			1,050			1,050			1,050

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	Year Ended(1)															Twenty-Six Weeks Ended
	December 25,			December 31,			December 30,			December 28,			December 27,			June 28,			June 27,
	2005			2006			2007			2008			2009			2009			2010
	(Dollars in thousands, except per share data)
Other Financial Data:
Net cash provided from operating activities	$	23,015		$	23,397		$	31,291		$	32,501		$	33,782		$	10,829		$	14,943
Net cash used for investing activities	$	(27,976	)	$	(27,077	)	$	(35,536	)	$	(43,088	)	$	(24,957	)	$	(12,627	)	$	(8,568	)
Net cash (used in) provided by financing activities	$	4,931		$	3,855		$	4,156		$	10,529		$	(9,258	)	$	1,362		$	(6,356	)
Capital expenditures	$	21,477		$	21,079		$	28,782		$	24,578		$	14,121		$	6,292		$	3,110
Adjusted EBITDA(4)	$	13,373		$	18,407		$	20,260		$	27,218		$	34,790		$	13,020		$	20,770
Adjusted EBITDA margin		6.7	%		7.6	%		7.6	%		9.0	%		11.2	%		8.5	%		12.1	%
Operating Data:
Total restaurants (at end of period)		49			57			63			75			81			79			85
Total comparable restaurants (at end of period)		35			44			49			54			64			59			71
Change in comparable restaurant sales		1.1	%		0.0	%		0.6	%		(3.8	)%		(7.1	)%		(8.6	)%		1.6	%
BRAVO!:
Restaurants (at end of period)		30			34			38			44			45			45			47
Total comparable restaurants (at end of period)		21			28			31			33			37			35			41
Average sales per comparable restaurant	$	4,002		$	3,919		$	3,890		$	3,715		$	3,464		$	1,733		$	1,722
Change in comparable restaurant sales		0.2	%		(0.1	)%		0.9	%		(4.1	)%		(6.9	)%		(8.6	)%		0.6	%
BRIO:
Restaurants (at end of period)		19			23			25			31			36			34			38
Total comparable restaurants (at end of period)		14			16			18			21			27			24			30
Average sales per comparable restaurant	$	5,320		$	5,479		$	5,308		$	5,401		$	4,896		$	2,483		$	2,526
Change in comparable restaurant sales		2.1	%		0.2	%		0.2	%		(3.6	)%		(7.4	)%		(8.6	)%		2.4	%
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	654		$	829		$	740		$	682		$	249		$	246		$	268
Working capital (deficit)	$	(30,518	)	$	(18,334	)	$	(33,110	)	$	(34,320	)	$	(36,156	)	$	(33,797	)	$	(32,614	)
Total assets	$	95,992		$	180,132		$	195,048		$	157,764		$	160,842		$	160,401		$	159,144
Total debt	$	9,607		$	112,056		$	114,136		$	125,950		$	118,031		$	127,975		$	111,790
Total stockholders’ equity (deficiency in assets)	$	22,814		$	(13,906	)	$	(14,692	)	$	(76,091	)	$	(72,690	)	$	(75,590	)	$	(64,707	)

(1)

We utilize a 52- or 53-week accounting period which ends on the Sunday closest to December 31. The fiscal years ended December 27, 2009, December 28, 2008, December 30, 2007 and December 25, 2005, each have 52 weeks, while the fiscal year ended December 31, 2006 had 53 weeks. Average sales per comparable restaurant have been adjusted to reflect 52 weeks.

(2)

The Company was structured as a Subchapter S corporation for the year ended December 25, 2005 and was changed to a C corporation effective June 29, 2006 as part of the 2006 recapitalization. As a result, corporate income taxes and per share data for 2005 and 2006 is not meaningful and therefore not shown in the table above. If the Company had been a C corporation during 2005 and the pre-recapitalization period of 2006, the income tax expense would have been $1.9 million and $0.5 million, respectively, higher than the amounts presented in the table above.

(3) Does not give effect to the reorganization transactions expected to occur prior to the consummation of this offering. See “Reorganization Transactions.”

(4) Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization plus the sum of asset impairment charges and management fees and expenses. We are presenting Adjusted EBITDA, which is

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not required by U.S. generally accepted accounting principles, or GAAP, because it provides an additional measure to view our operations, when considered with both our GAAP results and the reconciliation to net income (loss) which we believe provides a more complete understanding of our business than could be obtained absent this disclosure. We use Adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Adjusted EBITDA is presented because: (i) we believe it is a useful measure for investors to assess the operating performance of our business without the effect of non-cash depreciation and amortization expenses and asset impairment charges; (ii) we believe that investors will find it useful in assessing our ability to service or incur indebtedness; and (iii) we use Adjusted EBITDA internally as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Adjusted EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant variations with respect to capital structures and cost of capital (which affect interest expense and tax rates) and differences in book depreciation of facilities and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management believes that Adjusted EBITDA facilitates company-to-company comparisons within our industry by eliminating some of the foregoing variations.

Adjusted EBITDA is not a measurement determined in accordance with GAAP and should not be considered in isolation or as an alternative to net income, net cash provided by operating, investing or financing activities or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items.

Our management recognizes that Adjusted EBITDA has limitations as an analytical financial measure, including the following:

•  Adjusted EBITDA does not reflect our capital expenditures or future requirements for capital expenditures;

•  Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, associated with our indebtedness;

•  Adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, nor does Adjusted EBITDA reflect any cash requirements for such replacements; and

•  Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

This prospectus also includes information concerning Adjusted EBITDA margin, which is defined as the ratio of Adjusted EBITDA to revenues. We present Adjusted EBITDA margin because it is used by management as a performance measurement to judge the level of Adjusted EBITDA generated from revenues and we believe its inclusion is appropriate to provide additional information to investors.

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A reconciliation of Adjusted EBITDA and EBITDA to net income is provided below.

	Year Ended													Twenty-Six Weeks Ended
	December 25,		December 31,			December 30,			December 28,			December 27,		June 28,		June 27,
	2005		2006			2007			2008			2009		2009		2010
									(In thousands)
Net income (loss)	$	5,422	$	(709	)	$	(786	)	$	(61,399	)	$	3,401	$	503	$	7,983
Income tax expense (benefit)		39		613			(3,503	)		55,061			135		120		104
Interest expense		258		5,643			11,853			9,892			7,119		3,693		3,543
Depreciation and amortization		7,179		9,414			12,309			14,651			16,088		7,889		8,335
EBITDA	$	12,898	$	14,961		$	19,873		$	18,205		$	26,743	$	12,205	$	19,965
Asset impairment charges		475		3,266			—			8,506			6,436		—		—
Management fees and expenses		—		180			387			507			1,611		815		805
Adjusted EBITDA	$	13,373	$	18,407		$	20,260		$	27,218		$	34,790	$	13,020	$	20,770

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Management’s Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion should be read in conjunction with “Selected Historical Consolidated Financial and Operating Data” and our consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana (“BRAVO!”) and BRIO Tuscan Grille (“BRIO”). We have positioned our brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Each of our brands provides its guests with a fine dining experience and value by serving affordable cuisine prepared using fresh flavorful ingredients and authentic Italian cooking methods, combined with attentive service in an attractive, lively atmosphere. We strive to be the best Italian restaurant company in America and are focused on providing our guests an excellent dining experience through consistency of execution. We believe that both of our brands appeal to a broad base of consumers, especially to women whom we believe currently account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively.

Our business is highly sensitive to changes in guest traffic. Increases and decreases in guest traffic can have a significant impact on our financial results. In recent years, we have faced and we continue to face uncertain economic conditions, which have resulted in changes to our guests’ discretionary spending. Consistent with many other companies in the restaurant industry, we have seen a decrease in sales from our comparable restaurants as well as our guest counts. To adjust to this decrease in guest spending, we have focused on controlling product margins and costs while maintaining our high standards for food quality and service and enhancing our guests’ dining experience. We have worked with our distributors and suppliers to lower commodity costs, become more efficient with the use of our employee base and found new ways to improve efficiencies across our company. We have implemented limited incremental discounting as we have opted to focus on improving our menu items as opposed to discounting them. While we knew that limited incremental discounting might impact our guest counts and sales, we directed our efforts to improve our operating margins and Adjusted EBITDA. Additionally, we have focused resources on highlighting our menu items and promoting our non-entrée selections such as appetizers, desserts and beverages. These efforts have resulted in an increase in the average guest check, which partially offset a decline in guest counts.

Our Growth Strategies and Outlook

Our growth model is comprised of the following three primary drivers:

•  Pursue Disciplined Restaurant Growth.  We believe that there are significant opportunities to grow our brands on a nationwide basis in both existing and new markets where we believe we can generate attractive unit level economics. We are presented with many opportunities to grow our restaurant base, and we carefully evaluate each opportunity to determine that each site selected for development has a high probability of meeting our return of investment targets. Our disciplined growth strategy includes accepting only those sites that we believe present attractive rent and tenant allowance structures as well as reasonable construction costs given the sales potential of the site. We believe that each brand is at an early stage of its expansion.

•  Grow Existing Restaurant Sales.  We will continue to pursue targeted local marketing efforts and evaluate operational initiatives designed to increase unit volumes without relying on discounting programs.

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•  Maintain Margins Throughout Our Growth.  We will continue to aggressively protect our margins using economies of scale, including marketing and purchasing synergies between our brands and leveraging our corporate infrastructure as we continue to open new restaurants.

We opened two new restaurants in the first quarter of 2010 and two in the second quarter of 2010, with one additional restaurant to be opened later this year. We plan to open five to six new restaurants in 2011 and aim to open between 45 and 50 new restaurants over the next five years. Based on our current real estate development plans, we believe our combined, expected cash flows from operations, available borrowings under our new senior credit facilities and expected landlord construction contributions should be sufficient to finance our planned capital expenditures and other operating activities for the next twelve months. In 2009, our capital expenditure outlays equaled approximately $14.1 million, and we currently estimate 2010 capital expenditure outlays to range between $10 million and $12 million, net of agreed upon landlord construction contributions and excluding approximately $1.4 million to $2.0 million of pre-opening costs for new restaurants that are not capitalized.

Performance Indicators

We use the following key performance indicators in evaluating the performance of our restaurants:

•  Comparable Restaurants and Comparable Restaurant Sales.  We consider a restaurant to be comparable in the first full quarter following the eighteenth month of operations. Changes in comparable restaurant sales reflect changes in sales for the comparable group of restaurants over a specified period of time. Changes in comparable sales reflect changes in guest count trends as well as changes in average check. Our comparable restaurant base consisted of 59 and 71 restaurants at June 28, 2009 and June 27, 2010, respectively, and 49, 54 and 64 restaurants at December 30, 2007, December 28, 2008 and December 27, 2009, respectively.

•  Average Check.  Average check is calculated by dividing revenues by guest counts for a given time period. Average check reflects menu price influences as well as changes in menu mix. Management uses this indicator to analyze trends in guests preferences, effectiveness of menu changes and price increases and per guest expenditures.

•  Average Unit Volume.  Average unit volume consists of the average sales of our restaurants over a certain period of time. This measure is calculated by dividing total restaurant sales within a period by the relevant period. This indicator assists management in measuring changes in guest traffic, pricing and development of our brands.

•  Operating Margin.  Operating margin represents income from operations before interest and taxes as a percentage of our revenues. By monitoring and controlling our operating margins, we can gauge the overall profitability of our company.

Key Financial Definitions

Revenues.  Revenues primarily consist of food and beverage sales, net of any discounts, such as management meals, employee meals and coupons, associated with each sale. Revenues in a given period are directly influenced by the number of operating weeks in such period and comparable restaurant sales growth.

Cost of Sales.  Cost of sales consist primarily of food and beverage related costs. The components of cost of sales are variable in nature, change with sales volume and are subject to increases or decreases based on fluctuations in commodity costs. Our cost of sales depends in part on the success of controls we have in place to manage our food and beverage costs.

Labor Costs.  Labor costs include restaurant management salaries, front and back of house hourly wages and restaurant-level manager bonus expense, employee benefits and payroll taxes.

Operating Costs.  Operating costs consist primarily of restaurant-related operating expenses, such as supplies, utilities, repairs and maintenance, credit card fees, marketing costs, training, recruiting, travel and general liability insurance costs.

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Occupancy Costs.  Occupancy costs include rent charges, both fixed and variable, as well as common area maintenance costs, property insurance and taxes, the amortization of tenant allowances and the adjustment to straight-line rent.

General and Administrative.  General and administrative costs include costs associated with corporate and administrative functions that support our operations, including management and staff compensation and benefits, travel, legal and professional fees, corporate office rent and other related corporate costs. We expect to incur a compensation charge related to options to purchase our common stock that will become fully vested and exercisable upon the consummation of this offering. See “Dilution” and “Compensation Discussion and Analysis — Equity Compensation.” We expect this compensation expense will be approximately $0.9 million.

Restaurant Pre-opening Costs.  Restaurant pre-opening expenses consist of costs incurred prior to opening a restaurant, including executive chef and manager salaries, relocation costs, recruiting expenses, employee payroll and related training costs for new employees, including rehearsal of service activities. Pre-opening costs also include an accrual for straight-line rent recorded during the period between date of possession and the restaurant opening date for our leased restaurant locations.

Impairment.  We review long-lived assets, such as property and equipment and intangibles, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily includes an assessment of historical cash flows and other relevant factors and circumstances. Factors considered include, but are not limited to, significant underperformance relative to expected historical or projected future operating results, significant changes in the use of assets, changes in our overall business strategy and significant negative industry or economic trends. See “— Significant Accounting Policies — Impairment of Long-Lived Assets” for further detail.

Net interest expense.  Net interest expense consists primarily of interest on our outstanding indebtedness, net of payments and mark-to-market adjustments on an interest rate swap agreement that expired in 2009.

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Results of Operations

The following table presents the combined consolidated statement of operations for the years ended December 30, 2007, December 28, 2008 and December 27, 2009, and the twenty-six weeks ended June 28, 2009 and June 27, 2010, as well as, for the periods indicated, selected operating data as a percentage of revenues.

	Year Ended																	Twenty-Six Weeks Ended
	December 30,			% of			December 28,			% of			December 27,		% of			June 28,		% of			June 27,		% of
	2007			Revenue			2008			Revenue			2009		Revenue			2009		Revenue			2010		Revenue
	(Dollars in thousands, unless percentage)
REVENUES	$	265,374					$	300,783					$	311,709				$	153,514				$	170,996
RESTAURANT OPERATING COSTS:
Cost of sales		75,340			28.4	%		84,618			28.1	%		82,609		26.5	%		40,765		26.6	%		44,389		26.0	%
Labor		89,663			33.8	%		102,323			34.0	%		106,330		34.1	%		53,733		35.0	%		58,100		34.0	%
Operating		41,567			15.7	%		47,690			15.9	%		48,917		15.7	%		25,265		16.5	%		26,560		15.5	%
Occupancy		16,054			6.0	%		18,736			6.2	%		19,636		6.3	%		10,435		6.8	%		11,310		6.6	%
General and administrative expenses		16,768			6.3	%		15,042			5.0	%		17,123		5.5	%		8,898		5.8	%		8,936		5.2	%
Restaurant pre-opening costs		5,647			2.1	%		5,434			1.8	%		3,758		1.2	%		2,060		1.3	%		1,685		1.0	%
Depreciation and amortization		12,309			4.6	%		14,651			4.9	%		16,088		5.2	%		7,889		5.1	%		8,335		4.9	%
Asset impairment charges		—			—			8,506			2.8	%		6,436		2.1	%		—		—			—		—
Other (income) expenses — net		462			0.2	%		229			0.1	%		157		0.1	%		153		0.1	%		51		0.0	%
Total costs and expenses		257,810			97.1	%		297,229			98.8	%		301,054		96.6	%		149,198		97.2	%		159,366		93.2	%
INCOME FROM OPERATIONS		7,564			2.9	%		3,554			1.2	%		10,655		3.4	%		4,316		2.8	%		11,630		6.8	%
NET INTEREST EXPENSE		11,853			4.5	%		9,892			3.3	%		7,119		2.3	%		3,693		2.4	%		3,543		2.1	%
INCOME (LOSS) BEFORE INCOME TAXES		(4,289	)		(1.6	)%		(6,338	)		(2.1	)%		3,536		1.1	%		623		0.4	%		8,087		4.7	%
INCOME TAX EXPENSE (BENEFIT)		(3,503	)		(1.3	)%		55,061			18.3	%		135		0.0	%		120		0.1	%		104		0.1	%
NET INCOME (LOSS)	$	(786	)		(0.3	)%	$	(61,399	)		(20.4	)%	$	3,401		1.1	%	$	503		0.3	%	$	7,983		4.7	%

Twenty-Six Weeks Ended June 27, 2010 Compared to Twenty-Six Weeks Ended June 28, 2009

Revenues.  Revenues increased $17.5 million, or 11.4%, to $171.0 million for the twenty-six weeks ended June 27, 2010, as compared to $153.5 million for the twenty-six weeks ended June 28, 2009. A majority of this increase, $15.3 million, was related to our non-comparable restaurants, which included an additional 157 operating weeks provided by four new restaurants opened in 2010, and seven new restaurants opened in 2009. Also contributing to the overall increase in revenues was an increase in comparable restaurant sales of $2.2 million, or 1.5%, which was driven by an increase in average check and resulted in additional revenues of $4.2 million. This was partially offset by a 1.4% decline in guest count that resulted in a $2.0 million decrease in revenues.

Cost of Sales.  Cost of sales increased $3.6 million, or 8.9%, to $44.4 million for the twenty-six weeks ended June 27, 2010, as compared to $40.8 million for the twenty-six weeks ended June 28, 2009. As a percentage of revenues, cost of sales declined to 26.0% in the first twenty-six weeks of 2010, from 26.6% in the same period in 2009. As a percentage of revenues, food costs decreased 0.5% but increased in total dollars by $2.9 million for the twenty-six weeks ended June 27, 2010 as compared to the twenty-six weeks ended June 28, 2009. During that same period, beverage costs decreased 0.1% as a percentage of revenues but increased in total dollars by $0.7 million. This improvement in food cost, as a percentage of revenue, was primarily a result of lower commodity costs, improvements in food cost from menu management and operating efficiencies.

Labor Costs.  Labor costs increased $4.4 million, or 8.1%, to $58.1 million for the twenty-six weeks ended June 27, 2010, as compared to $53.7 million for the twenty-six weeks ended June 28, 2009. This increase was a result of an additional $5.1 million of labor incurred from new restaurants opened during 2009 and 2010. This impact was partially offset by a decrease of $0.7 million relating to a reduction in average management headcount per restaurant. As a percentage of revenues, labor costs decreased to 34.0% in the first twenty-six weeks of 2010,

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from 35.0% in the same period in 2009, primarily as a result of cost reductions in management headcount and positive leverage related to an increase in comparable restaurants.

Operating Costs.  Operating costs increased $1.3 million, or 5.1%, to $26.6 million for the twenty-six weeks ended June 27, 2010, as compared to $25.3 million for the twenty-six weeks ended June 28, 2009. As a percentage of revenues, operating costs decreased to 15.5% in the first twenty-six weeks of 2010, compared to 16.5% in the same period in 2009. Lower restaurant supplies, insurance and utility costs as a percentage of revenues were the main drivers of the decrease in operating costs relative to revenues.

Occupancy Costs.  Occupancy costs increased $0.9 million, or 8.4%, to $11.3 million for the twenty-six weeks ended June 27, 2010, as compared to $10.4 million for the twenty-six weeks ended June 28, 2009. As a percentage of revenues, occupancy costs decreased to 6.6% in the first twenty-six weeks of 2010, from 6.8% in the same period in 2009. The modest change in occupancy costs as a percentage of revenues was a result of leverage from positive comparable restaurant sales.

General and Administrative.  General and administrative costs were $8.9 million for each of the twenty-six weeks ended June 27, 2010 and June 28, 2009. As a percentage of revenues, general and administrative expenses decreased to 5.2% for the second quarter of 2010, as compared to 5.8% for the same period in 2009. This change relative to revenues was primarily attributable to a decrease in professional fees and travel costs as a percentage of revenues.

Restaurant Pre-opening Costs.  Pre-opening costs decreased by $0.4 million, or 18.2%, to $1.7 for the twenty-six weeks ended June 27, 2010, as compared to $2.1 million for the twenty-six weeks ended June 28, 2009. This was due to the timing of restaurant openings during 2010 and 2009, as well as efficiencies that were achieved as we continue to open more restaurants. Four restaurants were opened during each of the twenty-six weeks ended June 27, 2010 and June 28, 2009.

Depreciation and Amortization.  As a percentage of revenues, depreciation and amortization expenses decreased to 4.9% for the twenty-six weeks ended June 27, 2010, from 5.1% for the twenty-six weeks ended June 28, 2009. This change was primarily the result of leverage from positive comparable restaurant sales and was partially attributable to the impact resulting from restaurants considered impaired at the end of 2009.

Net Interest Expense.  Net interest expense decreased $0.2 million, or 4.1%, to $3.5 million for the twenty-six weeks ended June 27, 2010, as compared to $3.7 million for the twenty-six weeks ended June 28, 2009. This decrease was due to lower overall average interest rates during the first twenty-six weeks of 2010 as compared to interest rates in the first twenty-six weeks of 2009.

Income Taxes.  Income tax expense was $0.1 million for each of the first twenty-six weeks of 2010 and 2009. This represents liabilities related to taxable income at the state and local levels.

Year Ended December 27, 2009 Compared to Year Ended December 28, 2008

Revenues.  Revenues increased $10.9 million, or 3.6%, to $311.7 million in fiscal 2009, from $300.8 million in fiscal 2008. This increase was driven by $31.6 million in additional revenues related to an additional 494 operating weeks provided primarily by new restaurants opened in 2009 and 2008. This increase was partially offset by a $18.7 million, or 7.1%, decrease in sales from our comparable restaurants. Lower comparable restaurant sales were due to a 8.1% decline in guest counts that resulted in a $21.3 million decrease in revenues. This was partially offset by an increase in average check during fiscal 2009, which resulted in additional revenues of $2.6 million.

Cost of Sales.  Cost of sales decreased $2.0 million, or 2.4%, to $82.6 million in fiscal 2009, from $84.6 million in 2008. As a percent of revenues, cost of sales declined to 26.5% in 2009, from 28.1% in 2008. Food costs decreased 1.5% as a percentage of revenues and a total of $2.0 million for 2009 as compared to 2008. Beverage costs remained flat as a percentage of revenues and dollars in 2009 as compared to 2008. The improvement in food costs, as a percentage of revenues, was a result of lower commodity costs, improvements in food cost from menu management and operating efficiencies.

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Labor Costs.  Labor costs increased $4.0 million, or 3.9%, to $106.3 million in the year ended December 27, 2009, from $102.3 million in fiscal 2008. This increase was a result of an additional $11.1 million of labor costs incurred from new restaurants opened during 2008 and 2009. This impact was partially offset by reductions in our more established restaurants of $3.6 million due to improved hourly labor efficiency, $1.1 million relating to a reduction in average management headcount per restaurant and $2.1 million of lower employee benefits, including payroll taxes and worker’s compensation costs due to better than forecasted claim experience. As a percent of revenues, labor costs increased slightly to 34.1% in 2009, from 34.0% in 2008. This increase of labor costs as a percentage of revenues was primarily due to decreased leverage from lower comparable restaurant sales.

Operating Costs.  Operating costs increased $1.2 million, or 2.6%, to $48.9 million in 2009, from $47.7 million in 2008. As a percent of revenues, operating costs decreased to 15.7% in 2009, compared to 15.9% in 2008. Lower restaurant supplies and utility costs as a percentage of revenues were the primary drivers of the decrease relative to revenues, partially offset by higher repair and maintenance expense and advertising costs as a percentage of revenues as well as the decrease in sales leverage from lower comparable restaurant sales.

Occupancy Costs.  Occupancy costs increased $0.9 million, or 4.8%, to $19.6 million in fiscal 2009, from $18.7 million in fiscal 2008. As a percentage of revenues, occupancy costs increased to 6.3% in 2009, from 6.2% in 2008. The increase in occupancy costs as a percentage of revenues was primarily due to the recognition of deferred lease incentives of $1.2 million associated with the assignment of a lease related to the sale of a restaurant, which was largely offset by the impact of decreased leverage from lower comparable restaurant sales.

General and Administrative.  As a percent of revenues, general and administrative expenses increased to 5.5% in 2009, from 5.0% in 2008. This change was primarily attributable to an increase in management fees paid to our private equity sponsors.

Restaurant Pre-opening Costs.  Pre-opening costs decreased by $1.6 million, or 30.8%, to $3.8 million in 2009, from $5.4 million in 2008. The decrease in pre-opening costs was due to the impact of opening seven new restaurants in 2009 compared to thirteen new restaurants opened in 2008.

Depreciation and Amortization.  As a percent of revenues, depreciation and amortization expenses increased to 5.2% in 2009 from 4.9% in 2008. This increase was partially offset by the $1.1 million decrease in depreciation and amortization expense associated with restaurants considered impaired in 2008.

Impairment.  We review long-lived assets, such as property and equipment and intangibles, subject to amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. Factors considered include, but are not limited to, significant underperformance relative to expected historical or projected future operating results, significant changes in the use of assets, changes in our overall business strategy and significant negative industry or economic trends. Based upon our analysis, we incurred a non-cash impairment charge of $6.4 million in 2009 compared to $8.5 million in 2008. The $2.1 million decrease in impairment on property and equipment was related to the impairment of three restaurants in 2009 compared to five restaurants in 2008. This charge was expected to reduce depreciation and amortization expense for fiscal 2010 by $0.7 million.

Net Interest Expense.  Net interest expense decreased $2.8 million, or 28%, to $7.1 million in 2009, from $9.9 million in 2008. The decrease was due to lower average interest rates during fiscal 2009. We had a three-year interest rate swap agreement which expired during fiscal 2009. Changes in the market value of the interest rate swap are recorded as an adjustment to interest expense. Such adjustments reduced interest expense by $0.8 million in fiscal 2009.

Income Taxes.  Income taxes decreased $55.0 million to $0.1 million in 2009, from $55.1 million in 2008. In 2008, we provided a valuation allowance of $59.4 million against the total net deferred tax asset. Net deferred tax assets consists primarily of temporary differences and net operating loss and credit carry-forwards. The valuation allowance was established as management believed that it is more likely than not that these deferred tax assets would not be realized. The tax benefits relating to any reversal of the valuation allowance will be recognized as a reduction of income tax expense.

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Year Ended December 28, 2008 Compared to Year Ended December 30, 2007

Revenues.  Revenues increased $35.4 million, or 13.3%, to $300.8 million in 2008 from $265.4 million in 2007. This increase was driven by $44.4 million in additional revenues related to an additional 509 operating weeks provided primarily by new restaurants opened in 2008 and 2007. This increase was partially offset by a $9.3 million, or 3.8%, decrease in sales from our comparable restaurants. Lower comparable restaurant sales were due to a 5.2% decline in guest counts and resulted in a $12.6 million decrease in revenues. This was partially offset by an increase in average check during fiscal 2008 and resulted in additional revenues of $3.3 million.

Cost of Sales.  Cost of sales increased $9.3 million, or 12.3%, to $84.6 million in fiscal 2008, from $75.3 million in fiscal 2007. As a percent of revenues, cost of sales declined to 28.1% in 2008 compared to 28.4% in 2007. Food costs decreased 0.2% as a percentage of revenues but increased in total dollars by $7.7 million for 2008 as compared to 2007. During that same period beverage costs decreased 0.1% as a percentage of revenues but increased in total dollars by $1.6 million. The improvement in food costs as a percentage of revenues was a result of lower commodity costs, improvements in food cost from menu management and operating efficiencies.

Labor Costs.  Labor costs increased $12.6 million, or 14.1%, to $102.3 million in 2008, from $89.7 million in fiscal 2007. This increase was a result of an additional $16.5 million of labor costs incurred from new restaurants opened during 2007 and 2008. This impact was partially offset by reductions in our more established restaurants of $2.2 million relating to a reduction in restaurant management bonuses and a reduction of $1.9 million in improved hourly labor efficiency. As a percent of revenues, labor costs increased slightly to 34.0% in 2008 from 33.8% in 2007. This increase in labor costs relative to revenues was primarily due to decreased leverage from lower comparable restaurant sales.

Operating Costs.  Operating costs increased $6.1 million, or 14.7%, to $47.7 million in fiscal 2008, from $41.6 million in fiscal 2007. As a percent of revenues, operating costs increased to 15.9% in 2008 compared to 15.7% in 2007. Operating costs as a percentage of revenues were impacted by lower restaurant insurance costs relative to revenues, which were offset by higher utility and advertising costs relative to revenues as well as the decrease in sales leverage from lower comparable restaurant sales.

Occupancy Costs.  Occupancy costs increased $2.6 million, or 16.7%, to $18.7 million in the year ended December 28, 2008, from $16.1 million in fiscal 2007. As a percentage of revenues, occupancy costs increased to 6.2% in 2008 from 6.0% in 2007. This change in occupancy costs as a percentage of revenues was primarily the result of the decrease in sales leverage from lower comparable restaurant sales.

General and Administrative.  As a percent of revenues, general and administrative expenses decreased to 5.0% in 2008 from 6.3% in 2007. This change was primarily attributable to costs associated with a decrease relative to revenues in labor related costs such as reductions in bonus payments and appreciation rights as well as a decrease relative to revenues in professional fees, training and travel.

Restaurant Pre-opening Costs.  Pre-opening costs decreased by $0.2 million, or 3.8%, to $5.4 million in 2008 from $5.6 million in 2007. The decrease in pre-opening costs was due to the timing of openings throughout the respective periods.

Depreciation and Amortization.  As a percent of revenues, depreciation and amortization expenses increased to 4.9% in 2008 from 4.6% in 2007. This change was primarily the result of the decrease in sales leverage from lower comparable restaurant sales.

Impairment.  Based upon our analysis, we incurred a non-cash impairment charge of $8.5 million in 2008 compared to $0.0 in 2007. The $8.5 million increase in impairment on property and equipment was related to the impairment of five restaurants in 2008 compared to no restaurants in 2007.

Net Interest Expense.  Interest expense decreased $2.0 million, or 16.5%, to $9.9 million in 2008 from $11.9 million in 2007. The decrease was due to lower average interest rates during fiscal 2008. We had a three year interest rate swap agreement in place. Changes in the market value of the interest rate swap are recorded as an adjustment to interest expense. Such adjustments increased interest expenses by $0.1 million in fiscal 2008.

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Income Taxes.  Income taxes increased $58.6 million to $55.1 million in 2008 from a $3.5 million benefit in 2007. In 2008, we provided a valuation allowance of $59.4 million against total net deferred tax assets. Net deferred tax assets consists primarily of temporary differences and net operating loss and credit carry-forwards. The valuation allowance was established as management believed that it was more likely than not that these deferred tax assets would not be realized. The tax benefits relating to any reversal of the valuation allowance will be recognized as a reduction of income tax expense.

Liquidity

Our principal sources of cash have been net cash provided by operating activities and borrowings under our existing senior credit facilities. As of June 27, 2010, we had approximately $0.3 million in cash and cash equivalents and approximately $26.1 million of availability under our existing senior credit facilities (after giving effect to $3.9 million of outstanding letters of credit at June 27, 2010). Our need for capital resources is driven by our restaurant expansion plans, on-going maintenance of our restaurants and investment in our corporate and information technology infrastructures. Based on our current real estate development plans, we believe our combined expected cash flows from operations, available borrowings under our new senior credit facilities and expected landlord construction contributions will be sufficient to finance our planned capital expenditures and other operating activities for the next twelve months.

Consistent with many other restaurant and retail chain store operations, we use operating lease arrangements for the majority of our restaurant locations. We believe that these operating lease arrangements provide appropriate leverage of our capital structure in a financially efficient manner. Currently, operating lease obligations are not reflected as indebtedness on our consolidated balance sheet. The use of operating lease arrangements will impact our capacity to borrow money under our new senior credit facilities. However, we expect that restaurant real estate operating leases will be expressly excluded from the restrictions under our new senior credit facilities related to the incurrence of funded indebtedness.

Our liquidity may be adversely affected by a number of factors, including a decrease in guest traffic or average check per guest due to changes in economic conditions, as described elsewhere in this prospectus under the heading “Risk Factors.”

Twenty-Six Weeks Ended June 28, 2009 and June 27, 2010

The following table summarizes the statement of cash flows for the twenty-six weeks ended June 28, 2009 and June 27, 2010:

	Twenty-Six Weeks Ended,
	June 28,			June 27,
	2009			2010
	(In thousands)
Cash flows provided by operating activities	$	10,829		$	14,943
Cash flows used in investing activities		(12,627	)		(8,568	)
Cash flows provided by financing activities		1,362			(6,356	)
Net decrease in cash and cash equivalents		(436	)		19
Cash and cash equivalents at beginning of period		682			249
Cash and cash equivalents at end of period	$	246		$	268

Operating Activities.  Net cash provided by operating activities was $14.9 million for the twenty-six weeks ended June 27, 2010, compared to $10.8 million for the twenty-six weeks ended June 28, 2009. Our business is almost exclusively a cash business. Almost all of our receipts come in the form of cash and cash equivalents and a large majority of our expenditures are paid within a 30 day period. The increase in net cash provided by operating activities in the first twenty-six weeks of 2010 compared to the same period in 2009 was primarily due to an increase in cash receipts collected in excess of cash payments made for the period ending June 28, 2009 as compared to June 27, 2010. Cash receipts for the twenty-six weeks ended June 28, 2009 and June 27, 2010 were

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$153.2 million and $171.9 million, respectively. Cash expenditures for the twenty-six weeks ended June 28, 2009 and June 27, 2010 were $141.5 million and $155.6 million, respectively.

Investing Activities.  Net cash used in investing activities was $8.6 million for the twenty-six weeks ended June 27, 2010, compared to $12.6 million for the twenty-six weeks ended June 28, 2009. We used cash primarily to purchase property and equipment related to our restaurant expansion plans. This decrease in spending is related to the timing of restaurant openings as well as the number of restaurants that were open during 2009 versus 2010. During the first twenty-six weeks of 2010, we opened four restaurants and began construction on one new restaurant, while in the first twenty-six weeks of 2009 we opened four restaurants and had three under construction.

Financing Activities.  Net cash used by financing activities was $6.4 million for the first twenty-six weeks of 2010, compared to $1.4 million of cash provided in the first twenty-six weeks of 2009. Net cash used in financing activities in 2010 was primarily the pay down of our line of credit as well other debt payments. Net cash provided by financing activities in 2009 was primarily due to borrowings on our line of credit offset by scheduled debt payments.

As of June 27, 2010, we had no financing transactions, arrangements or other relationships with any unconsolidated entities or related parties. Additionally, we had no financing arrangements involving synthetic leases or trading activities involving commodity contracts.

Year Ended December 27, 2009, Year Ended December 28, 2008 and Year Ended December 30, 2007

The following table summarizes the statement of cash flows for the years ended December 27, 2009, December 28, 2008 and December 30, 2007:

	Fiscal Year
	2007			2008			2009
	(In thousands)
Cash flows provided by operating activities	$	31,291		$	32,501		$	33,782
Cash flows used in investing activities		(35,536	)		(43,088	)		(24,957	)
Cash flows provided by (used in) financing activities		4,156			10,529			(9,258	)
Net increase (decrease) in cash and cash equivalents		(89	)		(58	)		(433	)
Cash and cash equivalents at beginning of period		829			740			682
Cash and cash equivalents at end of period	$	740		$	682		$	249

Operating Activities.  Net cash provided by operating activities was $33.8 million in 2009, compared to $32.5 million in 2008 and $31.3 million in 2007. Our business is almost exclusively a cash business. Almost all of our receipts come in the form of cash and cash equivalents and a large majority of our expenditures are paid within a 30 day period. The increase in net cash provided by operating activities in 2009 compared to 2008 was primarily due to an increase in cash receipts in excess of cash expenditures from the prior year. Cash receipts in 2009 and 2008 were $310.1 million and $301.3 million, respectively. Cash expenditures during 2009 and 2008 were $280.9 million and $277.2 million, respectively. This increase of receipts in excess of expenditures was partially offset by lower non-cash costs, such as depreciation and amortization and asset impairment charges of $17.5 million in 2009 as compared to $20.0 million in 2008.

The increase in net cash provided by operating activities in 2008 compared to 2007 was primarily due to non-cash costs, such as depreciation and amortization and asset impairment charges of $20.0 million in 2008 as compared to $10.1 million in 2007. Partially offsetting this increase in non-cash costs was a decrease of cash receipts in excess of cash expenditures for 2008 as compared to 2007. Cash receipts in 2008 and 2007 totaled $301.3 million and $265.6 million, respectively. Cash expenditures paid during 2008 and 2007 were $277.2 million and $231.1 million, respectively.

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Investing Activities.  Net cash used in investing activities was $25.0 million in 2009, $43.1 million in 2008 and $35.5 million in 2007. We used cash primarily to purchase property and equipment related to our restaurant expansion plans. The fluctuations in net cash used in investing activities for the periods presented is directly related to the number of new restaurants opened during each period. In fiscal 2009, we opened seven new restaurants and, in fiscal years 2008 and 2007, opened thirteen and six restaurants, respectively.

Financing Activities.  Net cash used in financing activities was $9.3 million in 2009, net cash provided by financing activities was $10.5 million in 2008 and $4.2 million in 2007. Net cash used in financing activities in 2009 was primarily the result of payments, net of borrowings, of $8.2 million under our existing senior revolving credit facility. Net cash provided by financing activities in 2008 was primarily the result of borrowings, net of payments, of $11.6 million under our existing senior revolving credit facility. Net cash provided by financing activities in 2007 was primarily the result of borrowings, net of payments, of $2.2 million under our existing senior revolving credit facility.

Capital Resources

Future Capital Requirements.  Our capital requirements are primarily dependent upon the pace of our real estate development program and resulting new restaurants. Our real estate development program is dependent upon many factors, including economic conditions, real estate markets, site locations and nature of lease agreements. Our capital expenditure outlays are also dependent on costs for maintenance and capacity addition in our existing restaurants as well as information technology and other general corporate capital expenditures.

We anticipate that each new BRAVO! restaurant will, on average, require a total cash investment of $1.5 million to $2.0 million (net of estimated tenant incentives). We expect that each new BRIO restaurant will require an estimated cash investment of $2.0 million to $2.5 million (net of estimated tenant incentives). We expect to spend approximately $350,000 to $400,000 per restaurant for cash pre-opening costs. The projected cash investment per restaurant is based on historical averages.

We currently estimate 2010 capital expenditure outlays to range between $10.0 million and $12.0 million, net of agreed upon landlord construction contributions and excluding approximately $1.4 million to $2.0 million of pre-opening costs for new restaurants that are not capitalized. These capital expenditure projections are primarily related to $8.0 million for the opening of new restaurants and $3.0 million for capacity addition expenditures and improvements to our existing restaurants and general corporate capital expenditures. Based on our current real estate development plans, we believe our combined expected cash flows from operations, available borrowings under our new senior credit facilities and expected landlord construction contributions will be sufficient to finance our planned capital expenditures and other operating activities in fiscal 2010.

We currently estimate 2011 capital expenditure outlays to range between $16.0 million and $17.5 million, net of agreed upon landlord construction contributions and excluding approximately $2.1 million to $2.7 million of pre-opening costs for new restaurants that are not capitalized. These capital expenditure projections are primarily related to $12.5 million for the opening of new restaurants and $4.0 million for capacity addition expenditures and improvements to our existing restaurants and general corporate capital expenditures. Based on our current real estate development plans, we believe our combined expected cash flows from operations, available borrowings under our new senior credit facilities and expected landlord construction contributions will be sufficient to finance our planned capital expenditures and other operating activities in fiscal 2011.

Current Resources.  Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate with negative working capital. Restaurant sales are primarily paid for in cash or by credit card, and restaurant operations do not require significant inventories or receivables. In addition, we receive trade credit for the purchase of food, beverage and supplies, therefore reducing the need for incremental working capital to support growth. We had net working capital of $(32.6) million at June 27, 2010, compared to net working capital of $(36.2) million at December 27, 2009.

In connection with this offering, we signed a commitment letter with Wells Fargo Bank, National Association, Bank of America, N.A., and a syndicate of financial institutions and other entities with respect to new senior credit facilities. The new senior credit facilities will provide for (i) a $45.0 million term loan facility, maturing in 2015,

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and (ii) a revolving credit facility under which we may borrow up to $40.0 million (including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million for swing-line loans), maturing in 2015. We will also be entitled to incur additional incremental term loans and/or increases in the revolving credit facility of up to $20.0 million that will be included in the new senior credit facilities if no event of default exists and certain other requirements are satisfied. We anticipate that our new revolving credit facility will be (i) jointly and severally guaranteed by each of our existing or subsequently acquired or formed subsidiaries, (ii) secured by a first priority lien on substantially all of our subsidiaries’ tangible and intangible personal property, (iii) secured by a first priority security interest on all owned real property and (iv) secured by a pledge of all of the capital stock of our subsidiaries.

We also expect that our new senior credit facilities will require us to meet financial tests, including a maximum consolidated total leverage ratio, a minimum consolidated fixed charge coverage ratio and a maximum consolidated capital expenditures limitation. In addition, our new senior credit facilities will contain negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. Our new senior credit facilities will contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the new senior credit facilities to be in full force and effect, and a change of control of our business.

Borrowings under our new senior credit facilities will bear interest at our option of either (i) the Base Rate (as such term will be defined in the credit agreement) plus the applicable margin of 1.75% to 2.25% or (ii) at a fixed rate for a period of one, two, three or six months equal to the London interbank offered rate, LIBOR, plus the applicable margin of 2.75% to 3.25%. The applicable margins with respect to the new senior credit facilities will vary from time to time in accordance with agreed upon pricing grids based on our consolidated total leverage ratio. Swing-line loans under our new senior credit facilities will bear interest only at the Base Rate plus the applicable margin. Interest on loans based upon the Base Rate will be payable on the last day of each calendar quarter in which such loan is outstanding. Interest on loans based on LIBOR will be payable on the last day of the applicable LIBOR period and, in the case of any LIBOR period greater than three months in duration, interest shall be payable quarterly. In addition to paying on any outstanding principal amount under our new senior credit facilities, we will be required to pay an unused facility fee to the lenders equal to 0.50% to 0.75% per annum on the aggregate amount of the unused revolving credit facility, excluding swing-line loans, commencing on the execution and delivery of the new senior credit facilities and payable quarterly in arrears. The applicable commitment fee will be dependent on our consolidated total leverage ratio and will initially be determined by our Closing Leverage Ratio (as such term will be defined in the credit agreement). “See Risk Factors — Our substantial indebtedness may limit our ability to invest in the ongoing needs of our business” and “Description of Indebtedness.”

In connection with our 2006 recapitalization, we entered into our existing $112.5 million senior credit facilities with a syndicate of lenders. The existing senior credit facilities provide for (i) an $82.5 million term loan facility and (ii) a revolving credit facility under which we may borrow up to $30.0 million (including a sublimit cap of up to $7.0 million for letters of credit and up to $5.0 million for swing-line loans). Borrowings under the term loan facility and the revolving credit facility bear interest at a rate per annum based on the prime rate, plus a margin of up to 2%, or LIBOR plus a margin up to 3%, with margins determined by certain financial ratios. In addition to the interest on our borrowings, we must pay an annual commitment fee of 0.5% on the unused portion of the revolving credit facility. The weighted-average interest rate on the borrowings at June 27, 2010 and December 27, 2009 was 3.33% and 3.47%, respectively.

Our existing senior credit facilities require us to maintain certain financial ratios, including a consolidated total leverage ratio, a consolidated senior leverage ratio, consolidated fixed-charge coverage ratio and consolidated capital expenditures limitations (each as defined under our existing senior credit facilities). We have maintained compliance with our financial covenants for each reporting period since we entered into our existing senior credit facilities.

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In connection with our 2006 recapitalization, we also issued $27.5 million of our 13.25% senior subordinated secured notes. Interest is payable monthly at an annual interest rate of 13.25%, with the principal due on December 29, 2012. Pursuant to the note purchase agreement, we were entitled to elect monthly during the first year to accrue interest at the rate of 14.25% per annum with no payments. Commencing in the second year of the note purchase agreement through the maturity date, we have the option to accrue interest at an annual rate of 13.25%, consisting of cash interest equal to 9% and paid-in-kind interest of 4.25%. Interest accrued but unpaid during the term of the notes is capitalized into the principal balance.

We expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all loans outstanding under our existing senior credit facilities, and any accrued and unpaid interest and related LIBOR breakage costs and other fees. As of June 27, 2010, approximately $79.4 million principal amount of loans were outstanding under our existing senior credit facilities. Our existing senior credit facilities can be prepaid without premium or penalty other than any related LIBOR breakage costs and other fees. We also expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. As of June 27, 2010, approximately $32.4 million aggregate principal amount of our 13.25% senior subordinated secured notes were outstanding. Our 13.25% senior subordinated secured notes can be prepaid without premium or penalty.

On an as adjusted basis giving effect to this offering and the use of proceeds therefrom, as of June 27, 2010, we would have had $36.1 million of revolving loan availability under our new senior credit facilities (after giving effect to $3.9 million of outstanding letters of credit) based upon an assumed public offering price of $15.00 per share, the midpoint of the range set forth on the cover of this prospectus. A $1.00 decrease in such assumed initial public offering price of $15.00 per share would decrease the revolving loan availability under our new senior credit facilities by $4.7 million.

As of June 27, 2010 we had no mortgage notes outstanding. As of December 27, 2009, we had approximately $0.4 million of mortgage notes outstanding, which were secured by mortgages on individual real estate assets. The weighted average interest rate on the mortgage notes was 4.61% for the year ended December 27, 2009. The indebtedness underlying the mortgage notes was paid in full in May 2010.

In August 2006, we entered into a three-year interest swap agreement fixing the interest rate on $27.0 million principal amount of our term loan. Under this swap agreement, we settled with our counterparty quarterly for the difference between 5.24% and the 90-day LIBOR then in effect. This swap agreement terminated in August 2009. We had no derivative instruments outstanding as of December 27, 2009 or June 27, 2010.

As of June 27, 2010, we had no financing transactions, arrangements or other relationships with any unconsolidated entities or related parties. Additionally, we had no financing arrangements involving synthetic leases or trading activities involving commodity contracts.

In the longer term, we will explore other options to raise capital, including but not limited to, renegotiating our senior credit facilities, public or private equity or other debt financing. We cannot assure you that such capital will be available on favorable terms, if at all.

We currently have separate management agreements with our private equity sponsors, Bruckmann, Rosser, Sherrill & Co., Inc. and Castle Harlan, Inc. We expect that the management agreements will be terminated as of the closing of this offering in exchange for a payment estimated to be $525,000 for each sponsor. This amount is subject to adjustment based on the level of EBITDA, as defined in each management agreement, for the twelve months preceding the closing of this offering.

Off-Balance Sheet Arrangements

As part of our on-going business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or variable interest entities (“VIEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of June 27, 2010, we are not involved in any VIE transactions and do not otherwise have any off-balance sheet arrangements.

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Significant Accounting Policies

Pre-opening Costs.  Restaurant pre-opening costs consist primarily of wages and salaries, recruiting, meals, training, travel and lodging. Pre-opening costs include an accrual for straight-line rent recorded during the period between date of possession and the restaurant opening date for the Company’s leased restaurant locations. We expense all such costs as incurred. These costs will vary depending on the number of restaurants under development in a reporting period.

Property and Equipment.  Property and equipment are recorded at cost. Equipment consists primarily of restaurant equipment, furniture, fixtures and small wares. Depreciation is calculated using the straight-line method over the estimated useful life of the related asset. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term, including option periods, which are reasonably assured of renewal or the estimated useful life of the asset. The useful life of property and equipment involves judgment by management, which may produce materially different amounts of depreciation expense than if different assumptions were used. Property and equipment costs may fluctuate based on the number of new restaurants under development or opened, as well as any additional capital projects that are completed in a given period.

Leases.  We currently lease all but four of our restaurant locations. We evaluate each lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. All of our leases are classified as operating leases. We record the minimum lease payments for our operating leases on a straight-line basis over the lease term, including option periods which in the judgement of management are reasonably assured of renewal. The lease term commences on the date that the lessee obtains control of the property, which is normally when the property is ready for tenant improvements. Contingent rent expense is recognized as incurred and is usually based on either a percentage of restaurant sales or as a percentage of restaurant sales in excess of a defined amount. Our lease costs will change based on the lease terms of our lease renewals as well as leases that we enter into with respect to our new restaurants.

Leasehold improvements financed by the landlord through tenant improvement allowances are capitalized as leasehold improvements with the tenant improvement allowances recorded as deferred lease incentives. Deferred lease incentives are amortized on a straight-line basis over the lesser of the life of the asset or the lease term, including option periods which in the judgement of management are reasonably assured of renewal (same term that is used for related leasehold improvements) and are recorded as a reduction of occupancy expense. As part of the initial lease terms, we negotiate with our landlords to secure these tenant improvement allowances. There is no guarantee that we will receive tenant improvement allowances for any of our future locations, which would result in additional occupancy expenses.

Impairment of Long-Lived Assets.  We review long-lived assets, such as property and equipment and intangibles, subject to amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily includes an assessment of historical cash flows and other relevant factors and circumstances. The other factors and circumstances include changes in the economic environment, changes in the manner in which assets are used, unfavorable changes in legal factors or business climate, incurring excess costs in construction of the asset, overall restaurant operating performance and projections for future performance. These estimates result in a wide range of variability on a year to year basis due to the nature of the criteria. Negative restaurant-level cash flow over the previous 12-month period is considered a potential impairment indicator. In such situations, we evaluate future undiscounted cash flow projections in conjunction with qualitative factors and future operating plans. Our impairment assessment process requires the use of estimates and assumptions regarding future undiscounted cash flows and operating outcomes, which are based upon a significant degree of management’s judgment.

Based on this analysis, if we believe that the carrying amount of the assets are not recoverable, an impairment charge is recognized based upon the amount by which the assets carrying value exceeds fair value. In performing our impairment testing, we forecast our future undiscounted cash flows by looking at recent restaurant level performance, restaurant level operating plans, sales trends, and cost trends for cost of sales, labor and operating expenses. We believe that this combination of information gives us a fair benchmark to predict future undiscounted cash flows. We compare this cash flow forecast to the assets carrying value at the restaurant. If the

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predicted future undiscounted cash flow does not exceed the assets carrying value, we impair the assets related to that restaurant as indicated above.

Continued economic deterioration within our respective markets may adversely impact consumer discretionary spending and may result in lower restaurant sales. Unfavorable fluctuations in our commodity costs, supply costs and labor rates, which may or may not be within our control, may also impact our operating margins. Any of these factors could as a result affect the estimates used in our impairment analysis and require additional impairment tests and charges to earnings. We continue to assess the performance of our restaurants and monitor the need for future impairment. There can be no assurance that future impairment tests will not result in additional charges to earnings.

Self-Insurance Reserves.  We maintain various policies, including workers’ compensation and general liability. As outlined in these policies, we are responsible for losses up to certain limits. We record a liability for the estimated exposure for aggregate losses below those limits. This liability is based on estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions, including actuarial assumptions, historical trends and economic conditions. If actual claims trends, including the severity or frequency of claims, differ from our estimates and historical trends, our financial results could be impacted.

Income Taxes.  Income tax provisions consist of federal and state taxes currently due, plus deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not of realization in future periods. Future taxable income, adjustments in temporary difference, available carry forward periods and changes in tax laws could affect these estimates.

We recognize a tax position in the financial statements when it is more likely than not that the position will be sustained upon examination by tax authorities that have full knowledge of all relevant information.

Stock-Based Compensation.  Subsequent to our 2006 recapitalization, we adopted the 2006 Plan. Under the 2006 Plan, as of September 26, 2010, we were authorized to issue up to 1,808,593 shares of our common stock, of which stock options to purchase an aggregate of 1,767,754 shares of our common stock were outstanding under the 2006 Plan and 40,839 shares of our common stock remained available for future grant under the terms of the 2006 Plan. In connection with the adoption of the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan as described in “Compensation Discussion and Analysis-Bravo Brio Restaurant Group, Inc. Stock Incentive Plan,” the board of directors terminated the 2006 Plan effective as of the date on which our common stock is Publicly Traded (as defined in the 2006 Plan), and no further awards will be granted under the 2006 Plan after such date. However, the termination of the 2006 Plan will not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan will continue to govern outstanding awards granted under the 2006 Plan. The options expire 10 years after the date of grant and vest ratably over a four year period.

The options, to the extent vested, become exercisable based upon our private equity sponsors achieving certain performance targets. As the likelihood of achieving these performance targets is not probable, no compensation expense has been reflected in our financial statements subsequent to the adoption of the 2006 Plan. Compensation expense will not be recorded unless a public offering or approved sale occurs. If such a transaction occurs, we will record the applicable compensation expense as a one-time charge in the period in which the transaction occurs.

In the event we undergo a public offering in which we and any participating selling shareholders receive aggregate net proceeds of at least $50.0 million or the majority of our stock or assets are sold in a transaction approved by Holdings, the options held by current employees are subject to accelerated vesting in the discretion of our board of directors upon the achievement of certain net proceeds and internal rate of return thresholds.

Additionally, to the extent the sponsors sell their securities in connection with an approved sale or public offering, any vested options only become exercisable in the amounts set forth below in the event that (i) net proceeds equal

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or are in excess of the multiple (set forth in the table below) of the sponsors’ initial investment and (ii) the sponsors achieve an internal rate of return equal to or in excess of the target set forth in the table below (unless the board of directors exercises its discretion under the 2006 Plan to permit further exercisability upon such an event):

Percentage of Option Exercisable	Net Proceeds Multiple		IRR Target
25%		2		10	%
50%		2		20	%
75%		2		30	%
100%		3		40	%

For purposes of determining the exercisable portion of an option, “net proceeds” generally means the amount received by the sponsors less their selling or transaction expenses and includes the majority of the fees they receive pursuant to the management agreement between each sponsor and us. “Internal rate of return” means the rate of return that our sponsors receive on their investment in our company from such net proceeds as a result of a public offering or approved sale and the net proceeds therefrom.

The board of directors has determined, in its discretion, that the public offering price of this offering shall be deemed to result in the achievement of an “internal rate of return” to our private equity sponsors of 32% upon the consummation of this offering, and, as a result, upon the consumation of this offering (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage of the option award already vested as of that date, and (ii) each outstanding option award shall be deemed 80.0% exercisable. Any unvested and/or unexercisable portion of each outstanding option award will be forfeited in accordance with the terms of the 2006 Plan.

Commitments and Contingencies

The following table summarizes contractual obligations at December 27, 2009 on an actual basis.

	Payments Due by Year
Contractual Obligations	Total		2010		2011-2012		2013-2014		After 2014
					(In thousands)
Existing senior secured term loan(1)	$	79,818	$	825	$	78,993	$	—	$	—
Existing senior secured revolving credit facility(1)		5,550		—		5,550		—		—
13.25% Senior subordinated secured notes(1)		32,270		—		32,270		—		—
Mortgage notes(2)		393		214		179		—		—
Total debt		118,031		1,039		116,992		—		—
Interest(3)		504		504		—		—		—
Operating leases		268,142		18,398		38,121		38,992		172,631
Standby letters of credit(4)		3,650		3,650		—		—		—
Construction purchase obligations		944		944		—		—		—
Total contractual cash obligations	$	391,271	$	24,535	$	155,113	$	38,992	$	172,631

(1) In connection with this offering, we intend to enter into new senior credit facilities, consisting of a $45.0 million term loan facility and a $40.0 million revolving credit facility. We intend to use the net proceeds of this offering, together with $45.0 million of borrowings under our new senior credit facilities, to repay all our loans outstanding under our existing senior credit facilities, and any accrued and unpaid interest and related LIBOR breakage costs and other fees, and all of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. Based upon an assumed initial public offering price of $15.00 per share, we do not expect to incur any borrowings under our new revolving credit facility at the time of the consummation of this offering. See “Use of Proceeds” and “Description of Indebtedness.”

(2) The indebtedness underlying the mortgage notes was paid in full in May 2010.

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(3)	The interest obligation was calculated using the average interest rate at December 27, 2009 of 3.47% for our existing senior secured credit facilities, the stated interest rate for the 13.25% senior subordinated secured notes and the average interest rate at December 27, 2009 of 4.61% for the mortgage notes.
(4)	In connection with this offering, we intend to replace our existing standby letters of credit with standby letters of credit under our new senior credit facilities.

Inflation

Our profitability is dependent, among other things, on our ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy and other supplies and services. Substantial increases in costs and expenses could impact our operating results to the extent that such increases cannot be passed along to our restaurant guests. The impact of inflation on food, labor, energy and occupancy costs can significantly affect the profitability of our restaurant operations.

Many of our restaurant staff members are paid hourly rates related to the federal minimum wage. In fiscal 2007, Congress enacted an increase in the federal minimum wage implemented in two phases, beginning in fiscal 2007 and concluding in fiscal 2008. In addition, numerous state and local governments increased the minimum wage within their jurisdictions, with further state minimum wage increases going into effect in fiscal 2009. Certain operating costs, such as taxes, insurance and other outside services continue to increase with the general level of inflation or higher and may also be subject to other cost and supply fluctuations outside of our control.

While we have been able to partially offset inflation and other changes in the costs of key operating resources by gradually increasing prices for our menu items, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions could limit our menu pricing flexibility. In addition, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that all future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our restaurant guests without any resulting changes in their visit frequencies or purchasing patterns. Substantially all of the leases for our restaurants provide for contingent rent obligations based on a percentage of revenues. As a result, rent expense will absorb a proportionate share of any menu price increases in our restaurants. There can be no assurance that we will continue to generate increases in comparable restaurant sales in amounts sufficient to offset inflationary or other cost pressures.

Segment Reporting

We operate upscale affordable dining restaurants under two brands that have similar economic characteristics, nature of products and services, class of customer and distribution methods. Therefore, we report our results of operations as one reporting segment in accordance with applicable accounting guidance.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) updated Accounting Standards Codification (“ASC”) Topic 810, Consolidation, with amendments to improve financial reporting by enterprises involved with variable interest entities (formerly FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R)). These amendments require an enterprise to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a variable interest entity. This guidance was effective for the annual reporting period beginning after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. We adopted this guidance and it had no material effect on our consolidated financial statements.

The FASB also updated ASC Topic 855, Subsequent Events, to establish general standards of accounting for and disclosing of events that occur after the balance sheet date but before financial statements are issued or are available to be issued (formerly FASB Statement No. 165, Subsequent Events). This guidance was effective for interim and annual financial periods ending after June 15, 2009. Adoption of this guidance did not have a material effect on our consolidated financial statements. Our management has performed an evaluation of subsequent events through

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July 1, 2010, the original date of issuance, and through October 6, 2010.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are subject to interest rate risk in connection with our long term indebtedness. Our principal interest rate exposure relates to the loans outstanding under our new senior credit facilities, which we anticipate will be payable at variable rates. Assuming entry into our new senior credit facilities and the incurrence of approximately $45.0 million of borrowings thereunder, based on an initial public offering price of $15.00 pre share, which is the midpoint of the range set forth on the cover of this prospectus, each eighth point change in interest rates on the variable rate portion of indebtedness under our new senior credit facilities would result in a $0.1 million annual change in our interest expense.

Commodity Price Risk

We are exposed to market price fluctuation in beef, seafood, produce and other food product prices. Given the historical volatility of beef, seafood, produce and other food product prices, these fluctuations can materially impact our food and beverage costs. While we have taken steps to qualify multiple suppliers and enter into agreements for some of the commodities used in our restaurant operations, there can be no assurance that future supplies and costs for such commodities will not fluctuate due to weather and other market conditions outside of our control. We are currently unable to contract for some of our commodities such as fresh seafood and certain produce for periods longer than one week. Consequently, such commodities can be subject to unforeseen supply and cost fluctuations. Dairy costs can also fluctuate due to government regulation. Because we typically set our menu prices in advance of our food product prices, we cannot immediately take into account changing costs of food items. To the extent that we are unable to pass the increased costs on to our guests through price increases, our results of operations would be adversely affected. We do not use financial instruments to hedge our risk to market price fluctuations in beef, seafood, produce and other food product prices at this time.

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Business

Our Business

We are a leading owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana (“BRAVO!”) and BRIO Tuscan Grille (“BRIO”). We have positioned our brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Each of our brands provides its guests with a fine dining experience and value by serving affordable cuisine prepared using fresh flavorful ingredients and authentic Italian cooking methods, combined with attentive service in an attractive, lively atmosphere. We strive to be the best Italian restaurant company in America and are focused on providing our guests an excellent dining experience through consistency of execution. We believe that both of our brands appeal to a broad base of consumers, especially to women whom we believe currently account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively.

While our brands share certain corporate support functions to maximize efficiencies across our company, each brand maintains its own identity, therefore allowing both brands to be located in common markets. We have demonstrated our growth and the viability of our brands in a wide variety of markets across the U.S., growing from 49 restaurants in 19 states at the end of 2005 to 85 restaurants in 28 states as of June 27, 2010.

BRAVO! Cucina Italiana

BRAVO! Cucina Italiana is a full-service, upscale affordable Italian restaurant offering a broad menu of freshly-prepared classic Italian food served in a lively, high-energy environment with attentive service. The subtitle “Cucina Italiana,” meaning “Italian Kitchen,” is appropriate since all cooking is done in full view of our guests, creating the energy of live theater. As of June 27, 2010, we owned and operated 47 BRAVO! restaurants in 20 states.

BRAVO! offers a wide variety of pasta dishes, steaks, chicken, seafood and pizzas, emphasizing fresh, made-to-order cuisine and authentic recipes that delivers an excellent value to guests. BRAVO! also offers creative seasonal specials, an extensive wine list, carry-out and catering. We believe that our menu offerings and generous portions of flavorful food, combined with our ambiance and friendly, attentive service, offer our guests an attractive price-value proposition. The average check for BRAVO! during the first twenty-six weeks of 2010 was $19.28 per guest.

The breadth of menu offerings at BRAVO! helps generate significant guest traffic at both lunch and dinner. Lunch entrées range in price from $8 to $18, while appetizers, pizzas, flatbreads and entrée salads range from $6 to $14. During the first twenty-six weeks of 2010, the average lunch check for BRAVO! was $14.79 per guest. Dinner entrées range in price from $12 to $29 and include a broad selection of fresh pastas, steaks, chicken and seafood. Dinner appetizers, pizzas, flatbreads and entrée salads range from $6 to $15. During the first twenty-six weeks of 2010, the average dinner check for BRAVO! was $22.05 per guest. At BRAVO!, lunch and dinner represented 29.2% and 70.8% of revenues, respectively. Our average annual sales per comparable BRAVO! restaurant were $3.5 million in 2009.

BRAVO!’s architectural design incorporates interior features such as arched colonnades, broken columns, hand-crafted Italian reliefs, Arabescato marble and sizable wrought-iron chandeliers. We locate our BRAVO! restaurants in high-activity areas such as retail and lifestyle centers that are situated near commercial office space and high-density residential housing.

BRIO Tuscan Grille

BRIO Tuscan Grille is an upscale affordable Italian chophouse restaurant serving freshly-prepared, authentic northern Italian food in a Tuscan Villa atmosphere. BRIO means “lively” or “full of life” in Italian and draws its inspiration from the cherished Tuscan philosophy of “to eat well is to live well.” As of June 27, 2010, we owned and operated 38 BRIO restaurants in 17 states.

The cuisine at BRIO is prepared using fresh ingredients and a high standard for quality execution with an emphasis on steaks, chops, fresh seafood and made-to-order pastas. BRIO also offers creative seasonal specials, an

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extensive wine list, carry-out and banquet facilities at select locations. We believe that our passion for excellence in service and culinary expertise, along with our generous portions, contemporary dining elements and ambiance, offer our guests an attractive price-value proposition. The average check for BRIO during the first twenty-six weeks of 2010 was $25.14 per guest.

BRIO offers lunch entrées that range in price from $10 to $18 and appetizers, sandwiches, flatbreads and entrée salads ranging from $8 to $15. During the first twenty-six weeks of 2010, the average lunch check for BRIO was $17.94 per guest. Dinner entrées range in price from $14 to $30, while appetizers, sandwiches, flatbreads, bruschettas and entrée salads range from $8 to $15. During the first twenty-six weeks of 2010, the average dinner check for BRIO was $30.51 per guest. At BRIO, lunch and dinner represented 30.5% and 69.5% of revenues, respectively. Our average annual revenues per comparable BRIO restaurant were $4.9 million in 2009.

The design and architectural elements of BRIO restaurants are important to the guest experience. The goal is to bring the pleasures of the Tuscan country villa to our restaurant guests. The warm, inviting ambiance of BRIO incorporates interior features such as antique hardwood Cypress flooring, arched colonnades, hand-crafted Italian mosaics, hand-crafted walls covered in an antique Venetian plaster, Arabescato marble and sizable wrought-iron chandeliers. BRIO is typically located in high-traffic, high-visibility locations in affluent suburban and urban markets.

We also operate one full-service upscale affordable American-French bistro restaurant in Columbus, Ohio under the brand “Bon Vie.” Our Bon Vie restaurant is included in the BRIO operating and financial data set forth in this prospectus.

Our Business Strengths

Our mission statement is to be the best Italian restaurant company in America by delivering the highest quality food and service to each guest...at each meal...each and every day. The following strengths help us achieve these objectives:

Two Differentiated yet Complementary Brands.  We have developed two premier upscale affordable Italian restaurant brands that are highly complementary and can be located in common markets. Our brands are designed to have broad guest appeal at two different price points. Both BRAVO! and BRIO have their own Corporate Executive Chef who develops recipes and menu items with differentiated flavor profiles and price points. Entry level pricing for both lunch and dinner entrees at BRAVO! is approximately $2 below BRIO, providing more alternatives for guests at a lower price point. The guests of BRIO, which offers a greater selection of protein dishes, tend to purchase more steaks, chops, chicken and seafood items while guests of BRAVO! select a higher mix of pasta dishes. In addition, sales of alcoholic beverages at BRAVO! represent approximately 16.4% of restaurant sales compared to approximately 22.5% of restaurant sales at BRIO, primarily due to BRIO’s slightly more extensive wine list and more favorable bar business.

Each brand features unique design elements and atmospheres that attract a diverse guest base as well as common guests who visit both BRAVO! and BRIO for different dining experiences. The differentiated qualities of our brands allow us to operate in significantly more locations than would be possible with one brand, including high-density residential areas, shopping malls, lifestyle centers and other high-traffic locations. Based on demographics, co-tenants and net investment requirements, we can choose between our two brands to determine which is optimal for a location and thereby generate highly attractive returns on our investment. We focus on choosing the right brand for a specific site based on population density and demographics. Management targets markets with $65,000 minimum annual household income and a population density of 125,000 residents within a particular trade area for BRAVO! and $70,000 minimum annual household income and a population density of 150,000 residents within a particular trade area for BRIO. We have a business model that maintains quality and consistency on a national basis while also having the flexibility to cater to the specific characteristics of a particular market. We have a proven track record of successfully opening new restaurants in a number of diverse real estate locations, including both freestanding and in-line with other national retailers. In addition, we believe the flexibility of our restaurant design is a competitive advantage that allows us to open new restaurants in attractive markets without being limited to a standard prototype.

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Our brands maintain several common qualities, including certain design elements such as chandeliers and marble and granite counter tops, that help reduce building and construction costs and create consistency for our guests. We share best practices in service, preparation and food quality across both brands. In addition, we share services such as real estate development, purchasing, human resources, marketing and advertising, information technology, finance and accounting, allowing us to maximize efficiencies across our company as we continue our growth.

Broad Appeal with Attractive Guest Base.  We provide an upscale, yet inviting, atmosphere attracting guests from a variety of age groups and economic backgrounds. We provide our guests an upscale affordable dining experience at both lunch and dinner, which attracts guests from both the casual dining and fine dining segments. We locate our restaurants in high-traffic suburban and urban locations to attract primarily local patrons with limited reliance on business travelers. Our blend of location, menu offerings and ambiance is designed to appeal to women, a key decision-maker when deciding where to dine and shop. We believe that women currently account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively. This positioning helps make our restaurants attractive for developers and landlords. We have also cultivated a loyal guest base, with a majority of our guests dining with us at least once a month.

Superior Dining Experience and Value.  The strength of our value proposition lies in our ability to provide freshly-prepared Italian cuisine in a lively restaurant atmosphere with highly attentive guest service at an attractive price point. We believe that the dining experiences we offer, coupled with an attractive price-value relationship, helps us create long-term, loyal and highly satisfied guests.

•  The Food.  We offer made-to-order menu items prepared using traditional Italian culinary techniques with an emphasis on fresh ingredients and authentic recipes. Our food menu is complemented by a wine list that offers both familiar varieties as well as wines exclusive to our restaurants. An attention to detail, culinary expertise and focused execution reflects our chef-driven culture. Each brand’s menu has its own distinctive flavor profile, with BRAVO! favoring the more classic Italian cuisine that includes a variety of pasta dishes and pizzas and BRIO favoring a broader selection of premium steaks, chops, seafood, flatbreads, bruschettas and pastas. All of our new menu items are developed by our Corporate Executive Chefs through a six month ideation process designed to meet our high standards of quality and exceed our guests’ expectations.

•  The Service.  We are committed to delivering superior service to each guest, at each meal, each and every day. We place significant emphasis on maintaining high waitstaff-to-table ratios, thoroughly training all service personnel on the details of each menu item and staffing each restaurant with experienced management teams to ensure consistent and attentive guest service. An attention to detail, culinary expertise and focused execution underscores our chef-driven culture. Only trained, experienced chefs and culinary staff are hired and allowed to operate in the kitchen. Best-in-class service standards are designed to ensure satisfied guests and attract both new and repeat guest traffic.

•  The Experience.  Lively, high-energy environments blending dramatic design elements with a warm and inviting atmosphere create a memorable guest experience. Signature architectural and décor elements include the lively theatre of exhibition kitchens, high ceilings, white tablecloths, a centerpiece bar and relaxing patio areas. In addition, the majority of our restaurants include attractive outdoor patios with full bar and dining areas at the front of our restaurants that create an exciting and inviting atmosphere for our guests. These elements, along with our superior service and value, help form a bond between our guests and our restaurants, encouraging guest loyalty and more frequent visits.

Nationally Recognized Restaurant Anchor.  We believe that our differentiated brands, the attractive demographics of our guests and the high number of weekly guest visits to our restaurants have positioned us as a preferred tenant and the multi-location Italian restaurant company of choice for national and regional real estate developers. Landlords and developers seek out our concepts to be restaurant anchors for their developments as they are highly complementary to national retailers, having attracted on average between 3,000-5,000 guests per restaurant each week in 2009. As a result of the importance of our brands to the retail centers in which we are located, we are often able to negotiate the prime location within a center and favorable real estate terms, which helps to drive strong returns on capital for our shareholders.

Compelling Unit Economics.  We have successfully opened and operated both of our brands in multiple geographic regions and achieved attractive average annual revenues per comparable restaurant of $3.5 million and $4.9 million

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at our BRAVO! and BRIO restaurants, respectively, in 2009. Our ability to grow rapidly and efficiently in all market conditions is evidenced through our strong track record of new restaurant openings, including our 2009 openings which generated above average year one revenues and operating margins. Under our current investment model, BRAVO! restaurant openings require a net cash investment of approximately $1.8 million and BRIO restaurant openings require a net cash investment of approximately $2.2 million. We target a cash-on-cash return beginning in the third operating year for both of our restaurants of between 30% and 40%.

Management Team with Proven Track Record.  We have assembled a tested and proven management team with significant experience operating public companies. Our management team is led by our CEO and President, Saed Mohseni, former CEO of McCormick & Schmick’s Seafood Restaurants, Inc., who joined the company in February 2007. Since Mr. Mohseni’s arrival, we have continued to open new restaurants despite the economic recession. These new restaurant openings have been a key driver of our growth in revenue and Adjusted EBITDA, which have increased 29.1% and 89.0%, respectively, between the years ended 2006 and 2009. In addition to new restaurant growth, we have also implemented a number of revenue and margin enhancing initiatives such as our wine by the glass offerings, wine flights, dessert trays and a new bar menu. These programs were strategically implemented to improve our guest experience and maintain our brand image, as opposed to discounting programs designed to increase traffic and revenue at the expense of operating margins. In addition, we have improved our labor efficiencies and food cost management, which helped to drive our margin increases and improved our restaurant-level profitability. These changes resulted in an increase in our restaurant-level operating margin from 16.0% in 2006 to 17.4% in 2009, a 140 basis point improvement. Restaurant-level operating margin represents our revenues less total restaurant operating costs, as a percentage of our revenues.

Our Growth Strategies

Our growth model is comprised of the following three primary drivers:

Pursue Disciplined Restaurant Growth.  We believe that there are significant opportunities to grow our brands on a nationwide basis in both existing and new markets where we believe we can generate attractive unit level economics. We are pursuing a disciplined growth strategy for both of our brands. We believe that each brand is at an early stage of its expansion.

We have built a scalable infrastructure and have successfully grown our restaurant base through a challenging market environment. Despite difficult economic conditions, we opened seven new restaurants in 2009. We continue to grow in 2010, having opened two new restaurants in each of the first and second quarters of 2010, with one additional restaurant planned to be opened later this year. We plan to open five to six new restaurants in 2011 and aim to open between 45 and 50 new restaurants over the next five years.

Grow Existing Restaurant Sales.  We will continue to pursue targeted local marketing efforts and evaluate operational initiatives designed to increase unit volumes without relying on margin-eroding discounting programs.

Initiatives at BRAVO! include increasing online ordering, which generates a higher average per person check compared to our current carry-out business, expanding local restaurant marketing and promoting our patio business. Other initiatives include promoting our bar program through martini night and happy hour programs and expanding our feature cards to include appetizers and desserts.

At BRIO, we are promoting our bar programs, implementing wine flights and dessert trays introducing a new bar menu and expanding the selection of wines by the glass. In addition, we believe there is an opportunity to expand our banquet and special events catering business. Our banquet and special events catering business typically generates a higher average per person check than our dining rooms and, as a result of reduced labor costs relative to revenue, allows us to achieve higher margins on those revenues.

We believe our existing restaurants will benefit from increasing brand awareness as we continue to enter new markets. In addition, we may selectively remodel existing units to include additional seating capacity to increase revenue.

Maintain Margins Throughout Our Growth.  We will continue to aggressively protect our margins using economies of scale, including marketing and purchasing synergies between our brands and leveraging our corporate

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infrastructure as we continue to open new restaurants. Additional margin enhancement opportunities include increasing labor efficiency through the use of scheduling tools, menu engineering and other operating cost reduction programs.

Real Estate

As of June 27, 2010, we leased 81 and owned four restaurant sites, of which 75 are located adjacent to or in lifestyle centers and/or shopping malls and ten are free-standing units strategically positioned in high-traffic areas. In addition, at June 27, 2010, we were contractually committed to lease one restaurant that had not yet opened. On average, our restaurants range in size from 6,000 to 9,000 square feet. Since the end of 2005, we have opened 40 new locations and converted, relocated or closed 4 locations. We consider our ability to locate and secure attractive real estate locations for new restaurants a key differentiator and long-term success factor. The majority of our leases provide for minimum annual rentals and contain percentage-of-sales rent provisions against which the minimum rent is applied. A significant percentage of our leases also provide for periodic escalation of minimum annual rent based upon increases in the Consumer Price Index. Typically, our leases are ten or 15 years in length with two, five-year extension options.

Site Selection Process

Part of our growth strategy is to develop a nationwide system of restaurants. We have developed a disciplined site acquisition and qualification process incorporating management’s experience as well as extensive data collection, analysis and interpretation. We are actively developing BRAVO! and BRIO restaurants in both new and existing markets, and we will continue to expand in major metropolitan areas throughout the U.S. Management closely analyzes traffic patterns, demographic characteristics, population density, level of affluence and consumer attitudes or preferences. In addition, management carefully evaluates the current or expected co-retail and restaurant tenants in order to accurately assess the attractiveness of the identified area.

BRAVO! and BRIO are highly sought after by the owners and developers of upscale shopping centers and mixed use projects. We are therefore typically made aware of new developments and opportunities very early on in their selection process. In addition to our real estate personnel and broker network actively seeking locations, we do site screening on projects that are brought to our attention in the planning phases.

Design

BRAVO! and BRIO restaurants integrate critical design elements of each brand while making each restaurant unique. Consideration is taken with each design to incorporate the center’s architecture and other regional design elements while still maintaining certain critical features that help identify our brands. Our interiors, while timeless and inviting, incorporate current trends that give our restaurants a sophisticated yet classic feel. This flexibility of design allows us to build one and two story restaurants and to place restaurants in a variety of locales, including ground up locations, in-line locations and conversions of office, retail and restaurant space.

The flexibility of our concepts has enabled us to open restaurants in a wide variety of locations, including high-density residential areas, shopping malls, lifestyle centers and other high-traffic locations. On average, it takes us approximately 12 to 18 months from identification of the specific site to opening the doors for business. In order to maintain consistency of food, guest service and atmosphere at our restaurants, we have set processes and timelines to follow for all restaurant openings to ensure they stay on schedule.

The identification of new sites along with their development and construction are the responsibilities of the Company’s Real Estate Development Group. Several project managers are responsible for building the restaurants, and several staff members deal with purchasing, project management, budgeting, scheduling and other administrative functions. Senior management reviews the comprehensive studies provided by the Real Estate Development Group to determine which regions to pursue prior to any new restaurant development.

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New Restaurant Development

We have successfully opened 40 new locations and converted, relocated or closed 4 locations since the end of 2005. Management believes it is well-positioned to continue its trend of disciplined unit expansion through its new restaurant pipeline. We maintain a commitment to strengthening our core markets while also pursuing attractive locations in a wide variety of new markets. We aim to open between 45 and 50 new restaurants over the next five years. New restaurants will typically range in size from 7,000 to 9,000 square feet and are expected to generate a first year average unit volume of approximately $3.5 million and $4.9 million for BRAVO! and BRIO, respectively.

Restaurant Operations

We currently have 14 district managers that report directly to one of our two Senior Vice Presidents of Operations for our brands, who in turn each report to our Chief Executive Officer. Each restaurant district manager supervises the operations of five to eight restaurants in their respective geographic areas, and is in frequent contact with each location. The staffing at our restaurants typically consists of a general manager, two to four assistant managers, an executive chef and one to three sous chefs. In addition, our restaurants typically employ 60 to 200 hourly employees. Our operational philosophy is as follows:

•  Offer Italian Food and Wines.  We seek to differentiate ourself from other multi-location restaurants by offering affordable cuisine prepared using fresh ingredients and authentic Italian cooking methods. To ensure that the menu is consistently prepared to our high standards, we have developed a comprehensive ten week management training program. As part of their skill preparation, all of our executive chefs perform a cooking demonstration. This enables our Corporate Executive Chefs to evaluate a candidate’s skill set. All executive chefs are required to complete ten weeks of kitchen training, including mastering all stations, ordering, receiving and inventory control. Due to our high average unit volumes, the executive chefs are trained throughout the ten weeks to ensure that their food is consistently prepared on a timely basis. In addition, all executive chefs are trained on product and labor management programs to achieve maximum efficiencies. Both of these tools reinforce our commitment to training our employees to run their business from a profit and loss perspective, as well as the culinary side.

•  Deliver Superior Guest Service.  Significant time and resources are spent in the development and implementation of our training programs, resulting in a comprehensive service system for both hourly service people and management. We offer guests prompt, friendly and efficient service, keeping waitstaff-to-table ratios high, and staffing each restaurant with experienced “on the floor” management teams to ensure consistent and attentive guest service. We employ food runners to ensure prompt delivery of fresh dishes at the appropriate temperature, thus allowing the waitstaff to focus on overall guest satisfaction. All service personnel are thoroughly trained in the specific flavors of each dish. Using a thorough understanding of our menu, the servers assist guests in selecting menu items complementing individual preferences.

•  Leverage Our Partnership Management Philosophy.  A key element to our current expansion and success has been the development of our partnership management philosophy, which is based on the premise that active and ongoing economic participation (via a bonus plan) by each restaurant’s general manager, executive chef, assistant managers and sous chefs is essential to long-term success. The purpose of this structure is to attract and retain an experienced management team, incentivize the team to execute our strategy and objectives and provide stability to the operating management team. This program is offered to all restaurant management. This provides our management team with the financial incentive to develop people, build lifelong guests and operate their restaurants in accordance with our standards.

Sourcing and Supply

To ensure the highest quality menu ingredients, raw materials and other supplies, we continually research and evaluate products. We contract with Distribution Market Advantage, or DMA, a cooperative of multiple food distributors located throughout the nation, and US Foodservice for the broadline distribution of most of our food products. DMA is a broker with whom we negotiate and gain access to third party food distributors and suppliers. In 2009, distributions through our DMA arrangement supplied us with approximately 73% of our food supplies.

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We utilize a primary distributor, GFS, for the majority of our food distribution under the DMA arrangement. In 2009, GFS distributed approximately 88% of the food supplies distributed through our DMA arrangement. In 2009, US Foodservice supplied us with approximately 3% of our food supplies. We negotiate pricing and volume terms directly with certain of our distributors and suppliers through DMA and US Foodservice. Currently, we have pricing understandings of varying lengths with several of our distributors and suppliers, including our distributors and suppliers of poultry, certain seafood products, dairy products, soups and sauces, bakery items and certain meat products. Our restaurants place orders directly with GFS, other distributors under our DMA arrangement or US Foodservice and maintain regular distribution schedules.

In addition to our broadline distribution arrangements, we utilize direct distribution for several products, including a majority of our meat deliveries, produce and non-alcoholic beverages. Our purchasing contracts are generally negotiated annually and cover substantially all of our requirements for a specific product. Our contracts typically provide either for fixed or variable pricing based on an agreed upon cost-plus formula and require that our suppliers deliver directly to our distributors. We are currently under a fixed-price contract through March 2011 with our direct meat distributor that covers a large portion of our meat requirements and a mixed fixed-price and market-based contract with our poultry supplier that covers substantially all of our poultry requirements through December 2010. Produce is supplied to our restaurants by a cooperative of local suppliers. We are currently under a mixed fixed price and market-based contract with our national produce management companies that continues through October 2010. We are currently under contract with our principal non-alcoholic beverage provider through the later of 2013 or when certain minimum purchasing thresholds are satisfied. Our ability to arrange national distribution of alcoholic beverages is restricted by state law; however, where possible, we negotiate directly with spirit companies and/or national distributors. We also contract with a third party provider to source, maintain and remove our cooking shortening and oil systems.

We have a procurement strategy for all of our product categories that includes contingency plans for key products, ingredients and supplies. These plans include selecting suppliers that maintain alternate production facilities capable of satisfying our requirements, or in certain instances, the approval of secondary suppliers or alternative products. We believe our procurement strategy will allow us to obtain sufficient product quantities from other sources at competitive prices.

Food Safety

Providing a safe and clean dining experience for our guests is essential to our mission statement. We have taken steps to mitigate food quality and safety risks, including designing and implementing a training program for our chefs, hourly service people and managers focusing on food safety and quality assurance. In addition, we include food safety standards and proceeds in every recipe for our cooks. We also consider food safety and quality assurance when selecting our distributors and suppliers. Our suppliers are inspected by federal, state and local regulators or other reputable, qualified inspection services, which helps ensure their compliance will all federal food safety and quality guidelines.

Marketing and Advertising

Our restaurants have generated broad appeal due to their flavorful food, friendly, attentive service and ambiance. The target audience for BRAVO! and BRIO is college-educated professionals, ages 35-65, and their families that dine out frequently for social or special occasions. Our marketing strategy is designed to promote and build brand awareness while retaining local neighborhood relationships by focusing on driving comparable restaurant sales growth by increasing frequency of visits by our current guests as well as attracting new guests. Our marketing strategy also focuses on generating brand awareness at new store openings.

Local Restaurant Marketing

A significant portion of our marketing budget is spent on point-of-sale materials to communicate and promote key brand initiatives to our guests while they are dining in our restaurants. We believe that our initiatives, such as seasonal menu changes, holiday promotions, bar promotions, private party and banquet offerings, contribute to repeat guest visits for multiple occasions and drive brand awareness and loyalty.

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A key aspect of our local store marketing strategy is developing community relationships with local schools, churches, hotels, chambers of commerce and residents. We place advertisements with junior high and high school athletic programs, school newspapers and special event programs as well as weekly bulletins for churches. We believe courting and catering to local hotel concierges or hosting annual receptions drives traveler recommendations for BRAVO! and BRIO. Participating in off-site food and charity fairs and events allows us to make contact with local families. Hosting chamber of commerce meetings and mixers, advertising in newsletters and sending out e-blasts have also been successful in reaching the business community. Our restaurant managers are closely involved in developing and implementing the majority of the local store marketing programs.

Advertising

We spend a limited amount of our marketing budget on various advertising outlets, including print, radio, direct mail and outdoor, to build brand awareness. These advertisements are designed to emphasize the quality and consistency of BRAVO! and BRIO’s food and service and the superior guest experience we offer in a warm and inviting atmosphere. Direct mail is primarily used for new store openings but has also been employed to promote special holiday offers and events.

New Restaurant Openings

We use the openings of new restaurants as opportunities to reach out to various media outlets as well as the local community. Local public relations firms are retained to assist BRAVO! and BRIO with obtaining appearances on radio and television cooking shows, establishing relationships with local charities and gaining coverage in local newspapers and magazines. We employ a variety of marketing techniques to promote new openings along with press releases, direct mail, e-marketing and other local restaurant marketing activities, which include concierge parties, training lunches and dinners with local residents, media, community leaders and businesses. In addition, we typically partner with a local charity and host an event in connection with our grand openings.

E-Marketing & Social Media

We have increased our use of e-marketing tools, which enables us to reach a significant number of people in a timely and targeted fashion at a fraction of the cost of traditional media. We believe that BRAVO! and BRIO guests are frequent Internet users and will explore e-applications to make dining decisions or to share dining experiences. We have set up Facebook and Twitter pages and developed mobile applications for BRAVO! and BRIO, along with advertising on weather.com, citysearch.com, yelp.com and urbanspoon.com. We anticipate allocating an increasing amount of marketing budget toward this rapidly growing area.

Training and Employee Programs

We conduct comprehensive training programs for our management, hourly employees and corporate personnel. Our training department provides a series of formulated training modules that are used throughout our company, including leadership training, team building, food safety certification, alcohol safety programs, guest service philosophy training, sexual harassment training and others. All training materials are kept up-to-date and stored on our corporate “PASTAnet” internal web site for individual restaurants to access as needed. E-learning is utilized for several management training modules as trainees progress through our ten week management training program. Once management training is completed in the respective restaurants, all management trainees are brought to our corporate offices for three days of classroom certification and testing.

Team member selection has been developed to include pre-employment assessment at all levels, from hourly through multi-restaurant management candidates. These selection reports help to bring objectivity to the selection process. Customized standards have been created for the company that utilize our strongest performers as the behavioral model for future new hires.

Our training process in connection with opening new restaurants has been refined over the course of our experience. Regional trainers oversee and conduct both service and kitchen training and are on site through the first two weeks of opening. The regional trainers lend support and introduce our standards and culture to the new

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team. We believe that hiring the best available team members and committing to their training helps keep retention high during the restaurant opening process.

Several development programs have been instrumental to our long term success. The “Rising Star” program was created as part of our Bravo Brio Restaurant Group University (BBRGU) to develop aspiring hourly team members into assistant managers and chefs. The key element of the Rising Star program is to provide upward mobility within the organization, utilizing existing labor hours in the restaurants for focused training for the most promising employees. Many of our general managers and executive chefs have gained their positions through internal promotions as a result of this program. Once an employee is identified as a potential leader through observation and assessment, a customized development program is designed that incorporates mentoring, coaching and training. Business classes for additional restaurant management skill and leadership traits are also offered through BBRGU at our corporate office.

Management Information Systems

Restaurant level financial and accounting controls are handled through a sophisticated point-of-sale (“POS”) cash register system and computer network in each restaurant that communicates with our corporate headquarters. The POS system is also used to authorize and transmit credit card sales transactions. All of our restaurants use MICROS RES 3700 software with state-of-the-art equipment. Our restaurant communications are comprised of cable, DSL, Fractional T1 and T1 lines. Our restaurants use MICROS back-office applications to manage the business and control costs. The applications that are part of the back-office tools are Product Management, Financial Management and Labor Management. These systems integrate with the MICROS RES 3700 software. Product Management helps drive food and beverage costs down by identifying kitchen or bar inefficiencies and, through the menu engineering capabilities, it aides in enhancing profitability. Labor Management provides the ability to schedule labor and manage labor costs, including time clock governance that does not allow an employee to “clock in” more than a designated amount of time before a scheduled shift.

In 2008, we implemented the Lawson 9.0 software platform as our ERP system. Its core subsystems include GL, AP, construction accounting, Payroll and Human Resources. The data pulled from the restaurants is integrated into the Lawson system and a data warehouse. This data provides visibility to allow us to better analyze the business. In 2009, we focused on re-designing our guest facing websites to provide a distinct brand image on each website, as well as allowing us to elevate our message to our guests. As part of the redesign, we included search engine optimization into the websites (www.bbrg.com, www.bravoitalian.com, www.brioitalian.com, www.bon-vie.com). We are currently focusing on providing Online Ordering for BRAVO! via our website. Also in 2009, we implemented an internal website called PASTAnet. This intranet site utilizing Microsoft Sharepoint provides us with the ability to collaborate, communicate, train and share information between the restaurants and our corporate office.

Government Regulation

We are subject to numerous federal, state and local laws affecting our business. Each of our restaurants is subject to licensing and regulation by a number of government authorities, which may include alcoholic beverage control, nutritional information disclosure, health, sanitation, environmental, zoning and public safety agencies in the state or municipality in which the restaurant is located.

During 2009, approximately 19.5% of our restaurant sales were attributable to alcoholic beverages. Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county and municipal authorities, for licenses and permits to sell alcoholic beverages on the premises. Typically, licenses must be renewed annually and may be subject to penalties, temporary suspension or revocation for cause at any time. Alcoholic beverage control regulations impact many aspects of the daily operations of our restaurants, including the minimum ages of patrons and staff members consuming or serving these beverages, respectively; staff member alcoholic beverage training and certification requirements; hours of operation; advertising; wholesale purchasing and inventory control of these beverages; the seating of minors and the servicing of food within our bar areas; special menus and events, such as happy hours; and the storage and dispensing of alcoholic beverages. State and local authorities in many jurisdictions routinely monitor compliance with alcoholic beverage laws.

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We are subject to dram shop statutes in most of the states in which we operate, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person.

Various federal and state labor laws govern our operations and our relationships with our staff members, including such matters as minimum wages, breaks, overtime, fringe benefits, safety, working conditions and citizenship or work authorization requirements. We are also subject to the regulations of the U.S. Citizenship and Immigration Services and U.S. Customs and Immigration Enforcement. In addition, some states in which we operate have adopted immigration employment laws which impose additional conditions on employers. Even if we operate our restaurants in strict compliance with the laws, rules and regulations of these federal and state agencies, some of our staff members may not meet federal citizenship or residency requirements or lack appropriate work authorizations, which could lead to a disruption in our work force. Significant government-imposed increases in minimum wages, paid or unpaid leaves of absence, sick leave, and mandated health benefits, or increased tax reporting, assessment or payment requirements related to our staff members who receive gratuities, could be detrimental to the profitability of our restaurants operations. Further, we are continuing to assess the impact of recently-adopted federal health care legislation on our health care benefit costs. The imposition of any requirement that we provide health insurance benefits to staff members that are more extensive than the health insurance benefits we currently provide, or the imposition of additional employer paid employment taxes on income earned by our employees, could have an adverse effect on our results of operations and financial position. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us. In addition, while we carry employment practices insurance covering a variety of labor-related liability claims, a settlement or judgment against us that is uninsured or in excess of our coverage limitations could have a material adverse effect on our results of operations, liquidity, financial position or business.

Recent federal legislation enacted in March 2010 will require chain restaurants with 20 or more locations in the United States to comply with federal nutritional disclosure requirements. A number of states, counties and cities have also enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information available to guests, or have enacted legislation restricting the use of certain types of ingredients in restaurants. Although the federal legislation is intended to preempt conflicting state or local laws on nutrition labeling, until we are required to comply with the federal law we will be subject to a patchwork of state and local laws and regulations regarding nutritional content disclosure requirements. Many of these requirements are inconsistent or are interpreted differently from one jurisdiction to another. While our ability to adapt to consumer preferences is a strength of our concepts, the effect of such labeling requirements on consumer choices, if any, is unclear at this time.

There is also a potential for increased regulation of food in the United States. For example, the United States Congress is currently considering food safety legislation that is expected to greatly expand the FDA’s authority over food safety. If this legislation is enacted, we cannot assure you that it will not impact our industry. Additional requirements may also be imposed by state and local authorities. Additionally, our suppliers may initiate or otherwise be subject to food recalls that may impact the availability of certain products, result in adverse publicity or require us to take other actions that could be costly for us or otherwise harm our business.

We are subject to a variety of federal and state environmental regulations concerning the handling, storage and disposal of hazardous materials, such as cleaning solvents, and the operation of restaurants in environmentally sensitive locations may impact aspects of our operations. During fiscal 2009, there were no material capital expenditures for environmental control facilities, and no such expenditures are anticipated.

Our facilities must comply with the applicable requirements of the Americans with Disabilities Act of 1990 (“ADA”) and related federal and state statutes. The ADA prohibits discrimination on the basis of disability with respect to public accommodations and employment. Under the ADA and related federal and state laws, we must make access to our new or significantly remodeled restaurants readily accessible to disabled persons. We must also make reasonable accommodations for the employment of disabled persons.

We have a significant number of hourly restaurant staff members who receive income from gratuities. We have elected to voluntarily participate in a Tip Reporting Alternative Commitment (“TRAC”) agreement with the IRS. By complying with the educational and other requirements of the TRAC agreement, we reduce the likelihood of

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potential employer-only FICA tax assessments for unreported or underreported tips. However, we rely on our staff members to accurately disclose the full amount of their tip income and our reporting on the disclosures provided to us by such tipped employees.

Intellectual Property

We currently own six separate registrations in connection with restaurant service from the United States Patent and Trademark Office for the following trademarks: BRAVO!^®, BRAVO! Cucina Italiana^®, Cucina BRAVO! Italiana^®, BRAVO! Italian Kitchen^®, Brio^®, Brio Tuscan Grille^tm and Bon Vie^®. Our registrations confer a federally recognized exclusive right for us to use these trademarks throughout the United States, and we can prevent the adoption of confusingly similar trademarks by other restaurants that do not possess superior common law rights in particular markets. An important part of our intellectual property strategy is the monitoring and enforcement of our rights in markets in which our restaurants currently exist or markets which we intend to enter in the future. We also monitor trademark registers to oppose the registration of confusingly similar trademarks or to limit the expansion of existing trademarks with superior common law rights.

We enforce our rights through a number of methods, including the issuance of cease-and-desist letters or making infringement claims in federal court. If our efforts to protect our intellectual property are inadequate, or if any third party misappropriates or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance.

Restaurant Industry Overview

According to the National Restaurant Association (the “NRA”), U.S. restaurant industry sales in 2009 were $566 billion and projected to grow 2.5% to $580 billion in 2010, representing approximately 3.9% of the U.S. gross domestic product. According to the NRA, the U.S. restaurant industry has grown at a compound annual growth rate of 6.7% since 1970. Technomic, Inc., a national consulting market research firm, reported that the U.S. full-service Italian segment had $15 billion of sales in 2009 and the top 100 restaurants within this segment have had a compounded annual growth rate of 11.8% since 1989.

The NRA projects that 49% of total U.S. food expenditures will be spent at restaurants in 2010, up from 25% in 1955. Real disposable personal income, a key indicator of restaurant industry sales, is projected to increase 1.5% in 2010, following an increase of 1.3% in 2009. We believe that the increase in purchases of “food-away-from-home” is attributable to demographic, economic and lifestyle trends, including the following factors:

•  the rise in the number of women in the market place;

•  increase in average household income;

•  an aging U.S. population; and

•  an increased willingness by consumers to pay for the convenience of meals prepared outside of their homes.

The restaurant industry is comprised of multiple segments, including casual dining. The casual dining segment can be further sub-divided into representative casual and upscale casual dining. The upscale casual dining segment is differentiated by freshly prepared and innovative food, flavorful recipes with creative presentations and decor. Upscale casual dining is positioned differently than representative casual dining, with standards that are much closer to fine dining. Technomic, Inc., predicts that the most successful operators will be those which can target customers for diverse occasions and needs, as well as cater for new daypart and menu opportunities to reflect changing attitudes and behaviors.

Competition

The restaurant business is intensely competitive with respect to food quality, price-value relationships, ambiance, service and location, and is affected by many factors, including changes in consumer tastes and discretionary spending patterns, macroeconomic conditions, demographic trends, weather conditions, the cost and availability of raw materials, labor and energy and government regulations. Any change in these or other related factors could

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adversely affect our restaurant operations. The main competitors for our brands are other operators of mid-priced, full service concepts in the multi-location, upscale affordable dining segment in which we compete most directly for real estate locations and guests, including Maggiano’s, Cheesecake Factory, P.F. Chang’s and BJ’s Restaurants. We also compete to a lesser extent with nationally recognized casual dining Italian restaurants such as Romano’s Macaroni Grill, Carrabba’s Italian Grill and Olive Garden, as well as high quality, locally-owned and operated Italian restaurants.

There are a number of well-established competitors with substantially greater financial, marketing, personnel and other resources than ours. In addition, many of our competitors are well established in the markets where our operations are, or in which they may be, located. While we believe that our restaurants are distinctive in design and operating concept, other companies may develop restaurants that operate with similar concepts. In addition, with improving product offerings at fast casual restaurants, quick-service restaurants and grocery stores, consumers may choose to trade down to these alternatives, which could also negatively affect our financial results.

Employees

As of June 27, 2010, we had approximately 8,000 employees of whom approximately 80 were corporate management and staff personnel, approximately 500 were restaurant managers or trainees, and approximately 7,400 were employees in non-management restaurant positions. None of our employees are unionized or covered by a collective bargaining agreement. We believe that we have good relations with our employees.

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Properties

The following table sets forth our restaurant locations as of June 27, 2010.

	Number of
Location	Restaurants
Alabama		1
Arkansas		1
Arizona		2
Connecticut		1
Colorado		2
Florida		9
Georgia		2
Illinois		3
Indiana		3
Iowa		1
Kansas		1
Kentucky		2
Louisiana		2
Michigan		6
Missouri		4
Maryland		1
Nevada		1
New Jersey		1
New Mexico		1
New York		2
North Carolina		4
Ohio		16
Oklahoma		1
Pennsylvania		6
Tennessee		1
Texas		5
Virginia		4
Wisconsin		2
Total		85

In addition to the restaurant locations set forth above, we also have one restaurant currently in development in Delaware that we expect to open in the fourth quarter of 2010.

We own four properties, two in Ohio and one in each of Indiana and Pennsylvania, and operate restaurants on each of these sites. We lease the remaining land and buildings used in our restaurant operations under various long-term operating lease agreements. The initial lease terms range from ten to 20 years. The leases include renewal options for two to 20 additional years. Our leases currently expire between 2011 and 2028. The majority of our leases provide for base (fixed) rent, plus additional rent based on gross sales (as defined in each lease agreement) in excess of a stipulated amount, multiplied by a stated percentage. We are also generally obligated to pay certain real estate taxes, insurances, common area maintenance charges and various other expenses related to the properties. The term of one lease relating to the restaurant locations set forth above is set to expire in 2011 but may be renewed at our option for an additional five year term expiring in 2015. Our main office is also leased and is located at 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212.

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Legal Proceedings

Occasionally we are a party to various legal actions arising in the ordinary course of our business including claims resulting from “slip and fall” accidents, employment related claims and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. None of these types of litigation, most of which are covered by insurance, has had a material effect on us, and as of the date of this prospectus, we are not a party to any material pending legal proceedings and are not aware of any claims that could have a materially adverse effect on our financial position, results of operations, or cash flows.

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Management

Executive Officers and Directors

The following table sets forth certain information with respect to our executive officers, directors and director nominees as of October 4, 2010.

Name	Age		Position
Alton F. Doody, III		52	Founder, Director and Chairman
Saed Mohseni		48	Director, President and Chief Executive Officer
James J. O’Connor		48	Chief Financial Officer, Treasurer and Secretary
Brian T. O’Malley		42	Chief Operating Officer
Michael L. Moser		54	Senior Vice President of Operations, BRAVO!
Ronald F. Dee		46	Senior Vice President, Development
Allen J. Bernstein		64	Director
Michael J. Hislop		55	Director
David B. Pittaway		59	Director
Harold O. Rosser II		61	Director
James S. Gulmi		64	Director Nominee
Fortunato N. Valenti		62	Director Nominee

The board of directors believes that each of the directors and director nominees set forth above has the necessary qualifications to be a member of the board of directors. Each of the directors has exhibited during his prior service as a director the ability to operate cohesively with the other members of the board of directors. Moreover, the board of directors believes that each director and director nominee brings a strong background and skill set to the board of directors, giving the board of directors as a whole competence and experience in diverse areas, including corporate governance and board service, finance, management and restaurant industry experience.

Set forth below is a brief description of the business experience of each of our directors, director nominees and executive officers, as well as certain specific experiences, qualifications and skills that led to the board of directors’ conclusion that each of the directors and director nominees set forth below is qualified to serve as a director:

Alton F. (“Rick”) Doody, III has been Chairman of the board of directors of the Company since its inception in 1987. Mr. Doody was our Chief Executive Officer from 1992 until February 2007 and our President from June 2006 until September 2009. Mr. Doody continues to remain employed in a non-executive officer capacity by the Company, primarily focusing on the development of our new restaurants. Mr. Doody also founded Lindey’s German Village, and was responsible for all facets of its management. Mr. Doody received a Bachelor of Sciences degree in Economics from Ohio Wesleyan University and has completed all the necessary coursework for a Master’s Degree from Cornell University in Restaurant/Hotel Management. Mr. Doody is a member of the Young President’s Organization and the International Council of Shopping Center Owners and is a Board Member for the Cleveland Restaurant Association. Mr. Doody’s qualifications to serve on our board of directors include his knowledge of our company and the restaurant industry and his years of leadership at our company.

Saed Mohseni joined the Company as Chief Executive Officer in February 2007 and assumed the additional role of President in September 2009. Mr. Mohseni has also served as a director of the Company since June 2006. Prior to joining us, Mr. Mohseni was the Chief Executive Officer (January 2000-February 2007) and a director (2004-2007) of McCormick & Schmick’s Seafood Restaurants, Inc. Mr. Mohseni joined McCormick & Schmick’s in 1986 as a General Manager. During his time at McCormick & Schmick’s, he also held the positions of Senior Manager (1988-1993), Vice President of Operations-California (1993-1997), and Senior Vice President of Operations (1997-1999). Mr. Mohseni attended Portland State University and Oregon State University. Mr. Mohseni’s qualifications to serve on our board of directors include his knowledge of our company and the restaurant industry and his years of leadership at our company.

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James J. O’Connor joined the Company as Chief Financial Officer, Treasurer and Secretary in February 2007. For the six years prior to joining us, Mr. O’Connor held various senior level financial positions, including Chief Financial Officer of the Wendy’s Brand, at Wendy’s International, Inc. From 1999 to 2000, Mr. O’Connor served as Senior Manager of Financial Reporting for Tween Brands. Mr. O’Connor previously served as a Senior Manager for PricewaterhouseCoopers LLP from 1985 until 1998. Mr. O’Connor is a CPA and earned a Bachelor of Sciences degree in Accounting and Finance from the Ohio State University.

Brian T. O’Malley was appointed Chief Operating Officer in October 2010 and has served as Senior Vice President of Operations, BRIO, since 2006. Mr. O’Malley joined the Company in 1996 as the General Manager of BRAVO! Dayton. Mr. O’Malley was promoted to District Partner in 1999, Director of Operations in 2000 and to Vice President of Operations in 2004. Prior to joining us, Mr. O’Malley was employed with Sante Fe Steakhouse, where he held positions as a General Manager, Director of Training and Regional Manager. Mr. O’Malley earned a Bachelor of Sciences degree in Speech Communications and Hospitality Management from the University of Wisconsin-Stout.

Michael L. Moser has served as Senior Vice President of Operations, BRAVO!, since 2006. Mr. Moser is a classically trained chef who has over thirty years of experience in the restaurant industry. Mr. Moser joined the Company as a Vice President of Operations in August of 2004. Prior to joining us, Mr. Moser served as the Chief Operating Officer of the Texas Land and Cattle Steak House, a privately held 24 unit restaurant company. From 1996 to 2001, Mr. Moser was Chief Operating Officer of Romano’s Macaroni Grill. Prior to becoming Chief Operating Officer, Mr. Moser served as Director of Operations and founding Concept Chef for creator Phillip Romano. Mr. Moser attended Wayne State University.

Ronald F. Dee has served as our Senior Vice President of Development since May 2007. For the year prior to assuming his current position, Mr. Dee served as our Director of Real Estate. Mr. Dee joined the Company in July of 2003. Prior to joining us, Mr. Dee was Vice President, Development with Darden Restaurants overseeing all Red Lobster brand development. Mr. Dee has over twenty years of real estate development experience in the restaurant/hospitality industry having also held senior management positions with Marriott International and Taco Bell Corp. Mr. Dee is an active member of the International Counsel of Shopping Center Owners. Mr. Dee attended the State University of New York at Buffalo.

Allen J. Bernstein has been a director of the Company since June 2006. Mr. Bernstein is the President of Endeavor Restaurant Group, Inc. He founded and served as Chairman and Chief Executive Officer of Morton’s Restaurant Group, Inc. from 1989 through 2005. He currently serves on the boards of directors of a number of public and privately held companies, including The Cheesecake Factory Incorporated, Caribbean Restaurants, LLC and as non-executive Chairman of the board of directors of Perkins & Marie Callender’s, Inc. Previously, Mr. Bernstein served as a director on the boards of Charlie Brown’s Steakhouse, McCormick & Schmick’s Seafood Restaurants, Inc. and Dave & Busters, Inc. He also serves on the board of trustees of the American Film Institute. Mr. Bernstein brings over 20 years of restaurant industry experience to the board of directors, and among other skills and qualifications, his significant knowledge and understanding of the industry, specifically the upscale affordable segment. Additionally, Mr. Bernstein brings the knowledge and skills that come from significant experience in the restaurant industry, including at the senior executive and board level of a number of other publicly traded companies. Mr. Bernstein earned a Bachelor of Business Administration degree in Marketing from the University of Miami.

Michael J. Hislop has been a director of the Company since August 2006. Mr. Hislop has served as the President and Chief Executive Officer of Il Fornaio since 1998. From April 1991 to May 1995, Mr. Hislop served as Chairman and Chief Executive Officer of Chevy’s Mexican Restaurants which, under his direction, grew from 17 locations to 63 locations nationwide. From 1982 to 1991, Mr. Hislop was employed by El Torito Mexican Restaurants, Inc., serving first as Regional Operator, then as Executive Vice President of Operations and for the last three years as Chief Operating Officer. From 1979 to 1982, Mr. Hislop was employed by T.G.I. Fridays Restaurants, Inc. as a Regional Manager. Mr. Hislop brings to the board of directors the knowledge, qualifications and leadership skills that come from 30 years of experience in the restaurant industry, including significant experience at the senior executive and board level in both casual dining and Italian segments. Mr. Hislop earned a Bachelor of Sciences degree in Hotel and Restaurant Management from the University of Massachusetts.

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David B. Pittaway has been a director of the Company since June 2006. Mr. Pittaway is Senior Managing Director, Senior Vice President and Secretary of Castle Harlan, Inc., a private equity firm. He has been with Castle Harlan since 1987. Mr. Pittaway also has been Vice President and Secretary of Branford Castle, Inc., an investment company, since October, 1986. From 1987 to 1998, Mr. Pittaway was Vice President, Chief Financial Officer and a director of Branford Chain, Inc., a marine wholesale company, where he is now a director and Vice Chairman. Previously, Mr. Pittaway was Vice President of Strategic Planning and Assistant to the President of Donaldson, Lufkin & Jenrette, Inc., an investment banking firm. Mr. Pittaway is also a member of the boards of directors of The Cheesecake Factory Incorporated, Morton’s Restaurant Group, Inc., McCormick & Schmick’s Seafood Restaurants, Inc., and Perkins & Marie Callender’s Inc. In addition, he is a director and co-founder of the Armed Forces Reserve Family Assistance Fund. Mr. Pittaway possesses in-depth knowledge and experience in finance and strategic planning based on his more than 20 years of experience as an investment banker and manager of Castle Harlan’s investing activities. Mr. Pittaway brings significant restaurant industry experience to the board of directors, and among other skills and qualifications, his significant knowledge and understanding of the industry, and his experience serving as a director of a number of publicly traded companies in the restaurant industry. Mr. Pittaway received a Bachelor of Arts degree from the University of Kansas, a Juris Doctorate degree from Harvard Law School and a Master of Business Administration degree from Harvard Business School.

Harold O. Rosser II has served as a member of our board of directors since June 2006. Mr. Rosser is a Managing Director and founder of Bruckmann, Rosser, Sherrill and Co., Management, L.P., a New York-based private equity firm where he has worked since 1995. From 1987 through 1995 Mr. Rosser was an officer at Citicorp Venture Capital. Prior to joining CVC, he spent 12 years with Citicorp/Citibank in various management and corporate finance positions. Mr. Rosser currently serves on the boards of directors of Ruth’s Hospitality Group, Inc., Il Fornaio (America) Corporation and Wilson Farms, Inc. Mr. Rosser is also a member of the boards of trustees of the Culinary Institute of America and Wake Forest University. Mr. Rosser formerly served as a director of several private and publicly traded companies and had led his respective firm’s investments in more than 16 restaurant companies over the past 20 plus years. His in-depth knowledge and experience in the restaurant and food service industry coupled with his skills in corporate finance, strategic planning, leadership of complex organizations, and board practices of private and public companies, strengthen the board’s collective qualifications, skills and experience. Mr. Rosser earned a Bachelor of Science degree from Clarkson University and attended Management Development Programs at Carnegie-Mellon University and the Stanford University Business School.

James S. Gulmi is a nominee for a director position for the Company. Mr. Gulmi currently serves as the Senior Vice President, Finance and Chief Financial Officer and Treasurer of Genesco Inc., a leading retailer of branded footware, licensed and branded headware and wholesaler of branded footware. Mr. Gulmi joined Genesco Inc. in 1971 as a financial analyst and was appointed Chief Financial Officer in 1986. Mr. Gulmi has served as Genesco Inc.’s Senior Vice President, Finance, since 1996. Mr. Gulmi serves as a board or committee member of several nonprofit agencies, including The Community Foundation of Middle Tennessee, United Way of Metropolitan Nashville and Leadership Nashville. Mr. Gulmi brings more than 30 years of experience in corporate finance, strategic planning and leadership of complex organizations. Mr. Gulmi earned a Bachelor of Arts degree in Business from Baldwin Wallace College and a Master of Business Administration degree from Emory University.

Fortunato N. Valenti is a nominee for a director position for the Company. Mr. Valenti currently serves as the Chief Executive Officer of Patina Restaurant Group (formerly Restaurant Associates), a boutique restaurant and food service company. Mr. Valenti joined Restaurant Associates in 1968 as a management trainee and was appointed to the position of Chief Executive Officer in 1994. From 2002-2007 Mr. Valenti served as a member of the board of directors of McCormick & Schmick’s Seafood Restaurants, Inc. and has served as a member of the boards of directors of public and private companies, including Real Mex Restaurants, Inc., Il Fornaio (America) Corporation and Papa Gino’s Inc. Mr. Valenti is also a member of the boards of directors of various non-profit organizations, including the Culinary Institute of America, NYC & Co. and City Meals on Wheels. Mr. Valenti brings significant restaurant industry experience to the board of directors, including significant experience at the senior executive and board level in both the upscale affordable and upscale dining segments. Mr. Valenti earned an Associates Degree from New York Community College.

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Board Composition

Prior to the consummation of this offering, we intend to appoint Mr. James S. Gulmi and Mr. Fortunato N. Valenti to our board of directors and they have consented to so serve. In addition, we expect that Michael J. Hislop will resign as a member of our board of directors. Our Second Amended and Restated Articles of Incorporation will provide that our board of directors will consist of not less than five nor more than 10 directors, as such number of directors may from time to time be fixed by our board of directors pursuant to our Second Amended and Restated Regulations. Further, our Second Amended and Restated Articles of Incorporation will provide that our board of directors be divided into two classes with each class as nearly equal in number as possible. The members of each class shall serve for a staggered, two-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for two-year terms at the annual meeting of shareholders in the year in which their term expires. Effective upon the consummation of this offering, Messrs. Gulmi, Mohseni and Bernstein will be designated as Class I directors, to serve until the 2011 annual meeting of shareholders and Messrs. Doody, Valenti, Pittaway and Rosser will be designated as Class II directors, to serve until the 2012 annual meeting of shareholders.

Director Independence

Our board of directors currently consists of six directors. Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. We believe that Messrs. Bernstein, Gulmi and Valenti currently meet these independence standards.

Board Committees

Our board of directors will establish various committees to assist it with its responsibilities. Those committees are described below.

Audit Committee

The current audit committee members are Harold O. Rosser, II and David B. Pittaway. Upon the listing of our common stock on the Nasdaq Global Market, the committee members will be Messrs. Bernstein, Gulmi and Valenti. The composition of the audit committee will satisfy the independence and financial literacy requirements of the Nasdaq Global Market and the SEC. The independence standards require that the audit committee have at least one independent director on the date of listing, a majority of independent directors within 90 days after the date our registration statement is declared effective and fully independent audit committee within one year after that date. The financial literacy standards require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, at least one member of our audit committee must qualify as a financial expert, as defined by Item 407(d)(5) of Regulation S-K promulgated by the SEC, and have financial sophistication in accordance with Nasdaq Global Market rules. Our board of directors has determined that Mr. Gulmi qualifies as an audit committee financial expert.

The primary function of the audit committee is to assist the board of directors in the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accountants’ qualifications and independence and the performance of our internal audit function and independent registered public accountants. The audit committee also prepares an audit committee report required by the SEC to be included in our proxy statements.

The audit committee fulfills its oversight responsibilities by reviewing the following: (1) the financial reports and other financial information provided by us to our shareholders and others; (2) our systems of internal controls regarding finance, accounting, legal and regulatory compliance and business conduct established by management and the board; and (3) our auditing, accounting and financial processes generally. The audit committee’s primary duties and responsibilities are to:

•  serve as an independent and objective party to monitor our financial reporting process and internal control systems;

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•  review and appraise the audit efforts of our independent registered public accountants and exercise ultimate authority over the relationship between us and our independent registered public accountants; and

•  provide an open avenue of communication among the independent registered public accountants, financial and senior management and the board of directors.

To fulfill these duties and responsibilities, the audit committee will:

Documents/Reports Review

•  discuss with management and the independent registered public accountants our annual and interim financial statements, earnings press releases, earnings guidance and any reports or other financial information submitted to the shareholders, the SEC, analysts, rating agencies and others, including any certification, report, opinion or review rendered by the independent registered public accountants;

•  review the regular internal reports to management prepared by the internal auditors and management’s response;

•  discuss with management and the independent registered public accountants the Quarterly Reports on Form 10-Q, the Annual Reports on Form 10-K, including our disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and any related public disclosure prior to its filing;

Independent Registered Public Accountants

•  have sole authority for the appointment, compensation, retention, oversight, termination and replacement of our independent registered public accountants (subject, if applicable, to shareholder ratification) and the independent registered public accountants will report directly to the audit committee;

•  pre-approve all auditing services and all non-audit services to be provided by the independent registered public accountants;

•  review the performance of the independent registered public accountants with both management and the independent registered public accountants;

•  periodically meet with the independent registered public accountants separately and privately to hear their views on the adequacy of our internal controls, any special audit steps adopted in light of material control deficiencies and the qualitative aspects of our financial reporting, including the quality and consistency of both accounting policies and the underlying judgments, or any other matters raised by them;

•  obtain and review a report from the independent registered public accountants at least annually regarding (1) the independent registered public accountants’ internal quality-control procedures, (2) any material issues raised by the most recent quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (3) any steps taken to deal with any such issues, and (4) all relationships between the independent registered public accountants and their related entities and us and our related entities;

Financial Reporting Processes

•  review with financial management and the independent registered public accountants the quality and consistency, not just the acceptability, of the judgments and appropriateness of the accounting principles and financial disclosure practices used by us, including an analysis of the effects of any alternative GAAP methods on the financial statements;

•  approve any significant changes to our auditing and accounting principles and practices after considering the advice of the independent registered public accountants and management;

•  focus on the reasonableness of control processes for identifying and managing key business, financial and regulatory reporting risks;

•  discuss with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies;

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•  periodically meet with appropriate representatives of management and the internal auditors separately and privately to consider any matters raised by each of them, including any audit problems or difficulties and management’s response;

•  periodically review the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, on our financial statements;

Process Improvement

•  following the completion of the annual audit, review separately with management and the independent registered public accountants any difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

•  periodically review any processes and policies for communicating with investors and analysts;

•  review and resolve any disagreement between management and the independent registered public accountants in connection with the annual audit or the preparation of the financial statements;

•  review with the independent registered public accountants and management the extent to which changes or improvements in financial or accounting practices, as approved by the audit committee, have been implemented;

Business Conduct and Legal Compliance

•  review our code of conduct and review management’s processes for communicating and enforcing this code of conduct;

•  review management’s monitoring of our compliance with our code of conduct and ensure that management has the proper review system in place to ensure that our financial statements, reports, and other financial information disseminated to governmental organizations and the public satisfy legal requirements;

•  review, with our counsel, any legal matter that could have a significant impact on our financial statements and any legal compliance matters;

•  review and approve all related-party transactions;

Other Responsibilities

•  establish and periodically review procedures for (1) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•  review and reassess the audit committee’s charter at least annually and submit any recommended changes to the board of directors for its consideration;

•  provide the report required by Item 306 of Regulation S-K promulgated by the SEC for inclusion in our annual proxy statement;

•  report periodically, as deemed necessary or desirable by the audit committee, but at least annually, to the full board of directors regarding the audit committee’s actions and recommendations, if any;

•  establish policies for our hiring of employees or former employees of the independent registered public accountants who were engaged on our account;

•  perform any other activities consistent with the audit committee’s charter, our regulations and governing law, as the audit committee or the board of directors deems necessary or appropriate; and

•  annually evaluate the audit committee’s performance and report the results of such evaluation to the board of directors.

The audit committee will hold regular meetings at least four times each year. The audit committee will report the significant results of its activities to the board of directors at each regularly scheduled meeting of the board of directors.

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In connection with this offering, our board of directors intends to adopt a charter for the audit committee that complies with current federal and Nasdaq Global Market rules relating to corporate governance matters. Deloitte & Touche LLP is presently our independent registered accounting firm.

Nominating and Corporate Governance Committee

The current nominating committee members are Messrs. Rosser, Pittaway and Hislop. Upon the listing of our common stock on the Nasdaq Global Market, our board of directors will reconstitute the current nominating committee as the nominating and corporate governance committee that will consist of at least three directors. The committee members will be Messrs. Bernstein, Rosser and Valenti. The composition of the nominating and corporate governance committee will satisfy the independence requirements of the Nasdaq Global Market that it have at least one independent director on the listing date, a majority of independent directors within 90 days after that date and full compliance within one year after that date. The nominating and corporate governance committee will:

•  identify individuals qualified to serve as our directors;

•  nominate qualified individuals for election to our board of directors at annual meetings of shareholders;

•  establish a policy for considering shareholder nominees for election to our board of directors; and

•  recommend to our board the directors to serve on each of our board committees.

To fulfill these responsibilities, the nominating and governance committee will:

•  review periodically the composition of our board;

•  identify and recommend director candidates for our board;

•  recommend nominees for election as directors to our board;

•  recommend the composition of the committees of the board to our board;

•  review periodically our code of conduct and obtain confirmation from management that the policies included in the code of conduct are understood and implemented;

•  evaluate periodically the adequacy of our conflicts of interest policy, if any;

•  consider with management public policy issues that may affect us;

•  review periodically our committee structure and operations and the working relationship between each committee and the board; and

•  consider, discuss and recommend ways to improve our board’s effectiveness.

In connection with this offering, our board of directors intends to adopt a charter for the nominating and corporate governance committee that complies with current federal and Nasdaq Global Market rules relating to corporate governance matters.

Compensation Committee

The current compensation committee members are Messrs. Rosser, Pittaway and Bernstein. Upon the listing of our common stock on the Nasdaq Global Market, the committee members will be Messrs. Bernstein, Pittaway and Valenti. The composition of the compensation committee will satisfy the independence requirements of the Nasdaq Global Market. These requirements require that we have at least one independent director on the listing date, a majority of independent directors within 90 days after that date and full compliance within one year after that date. The primary responsibility of the compensation committee is to develop and oversee the implementation of our philosophy with respect to the compensation of our executive officers and directors. In that regard, the compensation committee will:

•  have the sole authority to retain and terminate any compensation consultant used to assist us, the board of directors or the compensation committee in the evaluation of the compensation of our executive officers and directors;

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•  to the extent necessary or appropriate to carry-out its responsibilities, have the authority to retain special legal, accounting, actuarial or other advisors;

•  annually review and recommend to the board for approval corporate goals and objectives to serve as the basis for the compensation of our executive officers, evaluate the performance of our executive officers in light of such goals and objectives and determine and recommend to the board for approval the compensation level of our executive officers based on such evaluation;

•  interpret, implement, administer, review and recommend to the board for approval all aspects of remuneration to our executive officers and other key officers, including their participation in incentive-compensation plans and equity-based compensation plans;

•  review and recommend to the board for approval all employment agreements, consulting agreements, severance arrangements and change in control agreements for our executive officers;

•  develop, approve, administer and recommend to the board of directors and our shareholders for their approval (to the extent such approval is required by any applicable law, regulation or Nasdaq Global Market rules) all of our stock ownership, stock option and other equity-based compensation plans and all related policies and programs;

•  make individual determinations and recommend to the board for approval any grants of any shares, stock options or other equity-based awards under all equity-based compensation plans, and exercise such other power and authority as may be required or permitted under such plans;

•  have the authority to form and delegate authority to subcommittees;

•  report regularly, but not less frequently than annually, to our board of directors;

•  annually review and reassess the adequacy of its charter and recommend any proposed changes to our board of directors for its approval; and

•  annually review its own performance, and report the results of such review to our board of directors.

The compensation committee has the same authority with regard to all aspects of director compensation as it has been granted with regard to executive compensation, except that any ultimate decision regarding the compensation of any director is subject to the approval of our board of directors. The compensation committee will hold regular meetings at least two times each year.

In connection with this offering, our board of directors intends to adopt a charter for the compensation committee that complies with current federal and Nasdaq Global Market rules relating to corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee who will continue to serve on the compensation committee after our common stock has been listed on the Nasdaq Global Market currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. None of our executive officers was a director of another entity where one of that entity’s executive officers served on our compensation committee, and none of our executive officers served on the compensation committee or the entire board of directors of another entity where one of that entity’s executive officers served as a director on our board of directors.

Risk Oversight

We face a number of risks, including market price risks in beef, seafood, produce and other food product prices, liquidity risk, reputational risk, operational risk and risks from adverse fluctuations in interest rates and inflation and/or deflation. Management is responsible for the day-to-day management of risks faced by our company, while the board of directors currently has responsibility for the oversight of risk management. In its risk oversight role, the board of directors seeks to ensure that the risk management processes designed and implemented by

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management are adequate. The board of directors also reviews with management our strategic objectives which may be affected by identified risks, our plans for monitoring and controlling risk, the effectiveness of such plans, appropriate risk tolerance and our disclosure of risk. Following the consummation of this offering, our audit committee will be responsible for periodically reviewing with management, internal audit and independent auditors the adequacy and effectiveness of our policies for assessing and managing risk. The other committees of the board of directors will also monitor certain risks related to their respective committee responsibilities. All committees will report to the full board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Code of Ethics

In connection with the consummation of this offering, we plan to adopt an amended written code of business conduct and ethics, to be known as our code of conduct, which will apply to our chief executive officer, our chief financial officer, our chief accounting officer and all persons providing similar functions. Our code of conduct will be available on our Internet website, www.bbrg.com. Our code of conduct may also be obtained by contacting investor relations at (614) 326-7944. Any amendments to our code of conduct or waivers from the provisions of the code for our chief executive officer, our chief financial officer and our chief accounting officer will be disclosed on our Internet website promptly following the date of such amendment or waiver. The inclusion of our web address in this prospectus does not include or incorporate by reference the information on our web site into this prospectus.

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Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation program, together with a description of the material factors underlying the decisions that resulted in the compensation provided to our Chief Executive Officer, Chief Financial Officer and the other executive officers who were the highest paid during the fiscal year ended December 27, 2009 (collectively, the “named executive officers”), as presented in the tables which follow this CD&A. This CD&A contains statements regarding our performance targets and goals. These targets and goals are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of financial results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Objective of Compensation Policy

The objective of the Company’s compensation policy is to provide a total compensation package to each named executive officer that will enable us to:

•  attract, motivate and retain outstanding individual named executive officers;

•  reward named executive officers for attaining desired levels of profit and shareholder value; and

•  align the financial interests of each named executive officer with the interests of our shareholders to encourage each named executive officer to contribute to our long-term performance and success.

Overall, our compensation program is designed to reward individual and Company performance. As discussed further below a significant portion of named executive officer compensation is comprised of a combination of annual cash bonuses, which reward annual Company and executive performance, and equity compensation, which rewards long-term Company and executive performance. We believe that by weighting total compensation in favor of the bonus and long-term incentive components of our total compensation program, we appropriately reward individual achievement while at the same time providing incentives to promote Company performance. We also believe that salary levels should be reflective of individual performance and therefore factor this into the adjustment of base salary levels each year.

Process for Setting Total Compensation

Generally, our overall compensation package for named executive officers is administered and determined by our Compensation Committee, comprised of three current non-employee directors. To the extent required following the consummation of our initial public offering, the members of our Compensation Committee may change in order to ensure compliance with stock exchange requirements and securities laws and regulations.

The Company sets annual base salaries, cash bonuses, and equity-based awards for each named executive officer at levels it believes are appropriate considering each named executive officer’s annual review, the awards and compensation paid to the named executive officer in past years, and progress toward or attainment of previously set personal and corporate goals and objectives, including attainment of financial performance goals and such other factors as the Compensation Committee deems appropriate and in our best interests and the best interests of our shareholders. These goals and objectives are discussed more fully below under the headings “Annual Bonus Compensation” and “Equity Compensation.”

The Compensation Committee may also, from time to time, consider recommendations from the Chief Executive Officer regarding total compensation for named executive officers, however no such recommendations were made for fiscal year 2009. The Compensation Committee does not rely on predetermined formulas or a limited set of criteria when it evaluates the performance of the Chief Executive Officer and our other named executive officers. The Committee may accord different weight at different times to different factors for each named executive officer.

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Elements of Compensation

Our compensation program for named executive officers consists of the following elements of compensation, each described in greater depth below:

•  Base salaries.

•  Annual cash bonuses.

•  Equity-based incentive compensation.

•  Severance and change-in-control benefits.

•  Perquisites.

•  General benefits.

The Company provides few personal benefits to named executive officers, and what personal benefits are provided are generally considered related to each named executive officer’s performance of his duties with the Company. The Company may also enter into employment agreements with named executive officers to provide severance benefits as a recruitment and retention mechanism. Currently, the Company is a party to an employment agreement with Mr. Mohseni, entered into at the time of his hire in 2007, and expects to enter into an employment agreement with Mr. O’Connor prior to the consummation of this offering, which provide for severance benefits as described more fully under the heading “Potential Payments upon Termination or Change in Control,” below. Finally, named executive officers participate in the Company’s health and benefit plans, and are entitled to vacation and paid time off based on the Company’s general vacation policies.

Employment Agreement

The Company does not have any general policies regarding the use of employment agreements, but may, from time to time, enter into such a written agreement to reflect the terms and conditions of employment of a particular named executive officer, whether at the time of hire or thereafter. For example, the Company entered into an employment agreement with Mr. Mohseni at the time of his hire in order to attract Mr. Mohseni to transition from his role as a non-employee board member to a full time chief executive officer. The Company viewed such a negotiated arrangement as a meaningful recruitment and retention mechanism for Mr. Mohseni. In addition, the Company expects to enter into a written employment agreement with Mr. O’Connor prior to the consummation of this offering in order to continue to retain Mr. O’Connor as a member of the Company’s senior management team.

Base Salary

We pay base salaries because salaries are essential to recruiting and retaining qualified employees. Base salaries also create a performance incentive in the form of potential salary increases. Except with respect to Mr. Mohseni, whose base salary is set pursuant to his employment agreement, and Mr. O’Connor, whose future base salary is expected to be set by his employment agreement to be entered into prior to the consummation of this offering, base salaries are initially set by the Compensation Committee. These salary levels are set based on the named executive officer’s experience and performance with previous employers and negotiations with individual named executive officers. Thereafter, the Compensation Committee may increase base salaries each year based on its subjective assessment of the Company’s and the individual executive officer’s performance and his or her experience, length of service and changes in responsibilities. Included in this subjective determination is Compensation Committee’s evaluation of the development and execution of strategic plans, the exercise of leadership, and involvement in industry groups. The weight given such factors by the Compensation Committee may vary from one named executive officer to another.

Mr. Mohseni’s employment agreement provides him with an annual base salary of $518,000. Mr. Mohseni’s base salary has not been modified since his hire in 2007. The Company determined, at the time of Mr. Mohseni’s hire, that a commitment to pay base salary to him at this level was necessary to recruit him to join the Company.

Mr. O’Connor’s base salary for 2009 was $206,000, Mr. Doody’s base salary for 2009 was $100,000, each of Mr. O’Malley and Mr. Moser had base salaries in 2009 of $185,000 and Mr. Dee’s base salary was $165,000 in

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2009. Mr. Doody’s base salary for 2009 was decreased from $225,000 in 2008 to $100,000 in connection with his transition from President of the Company to Chairman of the Board.

It is expected that Mr. O’Connor’s employment agreement will provide him with an annual base salary of $206,000. The board of directors may adjust Mr. O’Connor’s base salary as the board of directors deems appropriate.

In lieu of providing small cost-of-living base salary increases for 2010 for the named executive officers other than Mr. Mohseni, the Compensation Committee elected to pay the amount of such cost-of-living increases to the named executive officers in the form of a lump sum discretionary bonus in 2009. Such bonuses are reported in the “Bonus” column of the Summary Compensation Table, below.

Annual Bonus Compensation

In line with our strategy of rewarding performance, a significant part of the Company’s executive compensation philosophy is the payment of cash bonuses to named executive officers based on an annual evaluation of individual and Company performance, considering several factors as discussed below. Except with respect to Mr. Mohseni, whose target bonus is set at 30% of his base salary pursuant to his employment agreement, the Compensation Committee establishes target bonuses (the amount each named executive officer may receive if performance goals and objectives are met) for each named executive officer at the beginning of the fiscal year. The target bonuses are set at levels the Compensation Committee believes will provide a meaningful incentive to named executive officers to contribute to the Company’s financial performance.

In 2009, the board of directors determined that each named executive officer’s bonus would be determined based primarily on the achievement of Company earnings before interest, taxes, depreciation and amortization plus the sum of asset impairment charges, pre-opening costs, management and board of director fees and expenses as well as certain non-cash adjustments, as defined in the credit agreement governing our existing senior credit facilities (Company EBITDA). For 2009, the Compensation Committee determined to pay bonuses at the target levels if Company EBITDA met or exceeded $30.4 million.

We use Company EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Additionally, we use Company EBITDA to measure our compliance with various financial covenants pursuant to our credit agreement. We also use Company EBITDA internally to evaluate the performance of our personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Company EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies.

Target and actual bonuses for 2009 paid to each of the named executive officers are shown in the table below. The actual bonus amounts are also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below.

Annual Cash Bonuses

	Target
	Award		Actual Award
Name	($)		($)
Saed Mohseni		155,400		62,160
James J. O’Connor		75,000		30,000
Brian T. O’Malley		70,000		28,000
Michael L. Moser		70,000		28,000
Ronald F. Dee		35,000		14,000
Alton F. Doody, III		100,000		40,000

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Although the Company exceeded its designated EBITDA target for 2009 by approximately $8.4 million, the Company exercised its discretion to pay bonuses at below 100% of target in recognition of the challenges of the macroeconomic environment, the need to maintain adequate cash reserves and to avoid large cash outlays that may not reflect the Company’s long-term incentive goals.

In addition, as noted above, in lieu of small cost-of-living base salary increases in 2010 for the named executive officers other than Mr. Mohseni, the Compensation Committee elected to pay the amount of such cost-of-living increases to the named executive officers in the form of a lump sum discretionary bonus in late 2009. The amount of such discretionary bonuses paid to the named executive officers is as follows: $9,270 for Mr. O’Connor, $9,250 for Mr. O’Malley, $6,475 for Mr. Moser, $4,950 for Mr. Dee and $0 for Mr. Doody.

Equity Compensation

We pay equity-based compensation to our named executive officers because it provides a vital link between the long-term results achieved for our shareholders and the rewards provided to named executive officers, thereby ensuring that such officers have a continuing stake in our long-term success.

The Company adopted the 2006 Plan in order to provide an incentive to employees selected by the board of directors for participation. Pursuant to the 2006 Plan, we have 1,767,754 stock options outstanding that were granted between 2006 and 2009, including 1,009,884 options that have been granted to the named executive officers.

In 2009, the Company decided to make grants of options under the 2006 Plan to the majority of the Company’s existing optionholders because it believed that the Company had performed well during a challenging economic environment and that the granting of such options should provide its employees holding options an opportunity to share in the Company’s success provided they continue to contribute to such success. The Company determined that each of the named executive officers, other than Mr. Mohseni and Mr. Doody, would receive a small grant of options under the 2006 Plan. The Company determined that no additional grant of options should be made for Mr. Mohseni and Mr. Doody in 2009 because it believed each of them had sufficient equity holdings (including existing options) to align their interests with those of our other shareholders.

Options held by each of the named executive officers (and certain of the Company’s other salaried employees) ordinarily vest over a period of four years, subject to the applicable named executive officer remaining employed through each vesting date. However, in the event the Company completes a public offering in which the Company and any participating selling shareholders receive aggregate net proceeds of at least $50.0 million or the majority of the Company’s stock or assets are sold in a transaction approved by Holdings, the options held by the named executive officers while employed are subject to accelerated vesting in the discretion of the board of directors upon the achievement of certain net proceeds and internal rate of return thresholds.

However, as a retention method and in order to ensure each named executive officer’s and the Company’s other optionholders’ interests are aligned with those of the sponsors, optionholders do not have the right to exercise their vested options unless and until the sponsors attain designated returns on their investment, measured based on the sponsors’ net proceeds and internal rate of return. Accordingly, under the original terms of the options, to the extent the sponsors sold their securities in connection with an approved sale or public offering, any vested options would become exercisable in the amounts set forth below in the event that (i) net proceeds equaled or were in excess of the multiple (set forth in the table below) of the sponsors’ initial investment and (ii) the sponsors achieved an internal rate of return equal to or in excess of the target set forth in the table below (unless the board of directors exercised its discretion under the plan to permit further exercisability upon such an event):

Percentage of Option Exercisable	Net Proceeds Multiple		IRR Target
25%		2		10	%
50%		2		20	%
75%		2		30	%
100%		3		40	%

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For purposes of determining the exercisable portion of an option, “net proceeds” generally means the amount received by the sponsors, including the majority of the fees they received pursuant to the management agreements between each sponsor and the Company, less their selling or transaction expenses. “Internal rate of return” means the rate of return that our sponsors receive on their investment in the Company from such net proceeds as a result of a public offering or approved sale and the net proceeds therefrom.

The board of directors has determined, pursuant to the exercise of its discretion in accordance with the 2006 Plan, that the public offering price of this offering shall be deemed to result in the achievement (assuming solely for such purposes the sale of all of our private equity sponsors’ shares of common stock at a price equal to the public offering price) of an “internal rate of return” to our sponsors of 32.0% upon the consummation of this offering, and, as a result, upon the consumation of this offering (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage of the option award already vested as of that date and, (ii) each outstanding option award shall be deemed 80.0% exercisable. Any unvested and/or unexercisable portion of each outstanding option award will be forfeited in accordance with the terms of the 2006 Plan.

For purposes of the discussion and information set forth in this “Compensation Discussion and Analysis,” including under the heading “Potential Payments upon Termination or Change in Control,” the amount each named executive officer would be entitled to receive with respect to his options assumes that 80.0% vesting and exercisability occurred on the last day of our fiscal year, December 27, 2009, with the value computed based on our expected offering price.

Because our offering price may fluctuate, the table below provides an overview of the potential values that could be received by our named executive officers with respect to their options based on a range of offering prices and assuming 80.0% vesting and exercisability:

Name	$14.00 Per Share		$15.00 Per Share		$16.00 Per Share
Saed Mohseni	$	4,539,573	$	4,901,292	$	5,263,011
James J. O’Connor		949,420		1,025,071		1,100,722
Brian T. O’Malley		1,176,399		1,270,136		1,363,873
Michael L. Moser		1,176,399		1,270,136		1,363,873
Ronald F. Dee		1,162,569		1,255,204		1,347,839
Alton F. Doody, III		1,134,897		1,225,327		1,315,757

Following consummation of this offering, the Company will make grants of restricted stock to the current NEOs and other employees under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (the “Stock Incentive Plan”), a description of which is below. The Company will make these grants to the current NEOs and other employees because it believed that the Company should provide its employees an opportunity to share in the Company’s success provided they continue to contribute to its success.

Severance and Transaction-Based Benefits

Except with respect to Mr. Mohseni and Mr. O’Connor, the Company does not have, and does not expect to enter into prior to the consummation of this offering, any agreements, plans or programs for the payment of severance to any named executive officers. As a recruitment incentive for Mr. Mohseni, in negotiating his employment agreement in 2007, the Company agreed to pay two years of severance to Mr. Mohseni in the event of his termination of employment in limited circumstances. In addition, the Company expects that Mr. O’Connor’s employment agreement will provide for the payment of two years of severance to Mr. O’Connor upon his termination of employment in limited circumstances. The Company believes this level of severance benefit provides each of Mr. Mohseni and Mr. O’Connor with the assurance of security if his employment is terminated for reasons beyond his control or the material terms of his employment are changed by the Company without his consent.

In addition, pursuant to Mr. Mohseni’s employment agreement upon an approved sale or other transaction in which the sponsors sell 50% or more of their Company securities while Mr. Mohseni is employed by the

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Company, Mr. Mohseni is entitled to a payment to the extent the amount he has then received or is entitled to receive with respect to his options does not exceed $3.0 million. Such payment is generally calculated as the lesser of (a) $3.0 million over the amounts Mr. Mohseni receives or is entitled to receive with respect to his options or (b) the excess of the net proceeds received by the sponsors over the amount necessary for them to receive a 5% internal rate of return. Based upon an assumed initial public offering price between $14.00 and $16.00 per share, the range set forth on the cover of this prospectus, Mr. Mohseni will not be entitled to or receive any such payment in connection with the consummation of this offering.

Finally, as described above, outstanding options for the named executive officers may accelerate vesting upon the occurrence of an approved sale or public offering. The amount each named executive would be entitled to receive in such event is reported below under the heading “Potential Payments upon Termination or Change in Control.”

Perquisites

In 2009, we provided certain personal-benefit perquisites to named executive officers as summarized below. The aggregate incremental cost to the Company of the perquisites received by each of the named executive officers in 2009 did not exceed $10,000 and accordingly, such benefits are not included in the Summary Compensation Table below.

Car Allowance.  The Company provided car allowances of $4,800 for Messrs. O’Malley and Moser and $4,200 for Mr. Doody in 2009. The Company views car allowances as a meaningful benefit to our named executive officers who are required to travel by car in the performance of their duties for the Company.

Complimentary Dining.  The Company provides the named executive officers with complimentary dining privileges at any of our restaurants. The Company views complimentary dining privileges as a meaningful benefit to our named executive officers as it is important for named executive officers to experience our product in order to better perform their duties for the Company.

General Benefits

The following are standard benefits offered to all eligible Company employees, including named executive officers.

Retirement Benefits.  The Company maintains a tax-qualified 401(k) savings plan. However, our named executive officers do not participate in our 401(k) savings plan.

Medical, Dental, Life Insurance and Disability Coverage.  Active employee benefits such as medical, dental, life insurance and disability coverage are available to all eligible employees, including our named executive officers.

Other Paid Time-Off Benefits.  We also provide vacation and other paid holidays to all employees, including the named executive officers, which our Compensation Committee has determined to be appropriate for a Company of our size and in our industry.

Tax and Accounting Considerations

U.S. federal income tax generally limits the tax deductibility of compensation we pay to our Chief Executive Officer and certain other highly compensated executive officers to $1.0 million in the year the compensation becomes taxable to the executive officers. There is an exception to the limit on deductibility for performance-based compensation that meets certain requirements. Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. Rather, we seek to maintain flexibility in how we compensate our executive officers so as to meet a broader set of corporate and strategic goals and the needs of shareholders, and as such, we may be limited in our ability to deduct amounts of compensation from time to time. Accounting rules require us to expense the cost of our stock option grants. Because of option expensing and the impact of dilution on our shareholders, we pay close attention to, among other factors, the type of equity awards we grant and the number and value of the shares underlying such awards.

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Summary Compensation Table

											Non-Equity
							Stock		Option		Incentive Plan		All Other		Total
			Salary		Bonus		Awards		Awards		Compensation		Compensation		Compensation
Name & Principal Position	Year		($)		($)(1)		($)		($)(2)		($)		($)(3)		($)
Saed Mohseni		2009		518,000		—		—		—		62,160		—		580,160
President, Chief Executive Officer and Director
James J. O’Connor		2009		206,000		9,270		—		2,526		30,000		—		247,796
Chief Financial Officer, Treasurer and Secretary
Brian T. O’Malley		2009		185,000		9,250		—		2,526		28,000		—		224,776
Chief Operating Officer
Michael L. Moser		2009		185,000		6,475		—		2,526		28,000		—		222,001
Senior Vice President of Operations, BRAVO!
Ronald F. Dee		2009		165,000		4,950		—		1,684		14,000		—		185,634
Senior Vice President — Development
Alton F. Doody, III(4)		2009		186,500		—		—		—		40,000		—		226,500
Chairman, Board of Directors

(1)	The amounts reported in this column represent discretionary bonuses paid to certain named executive officers in 2009 in lieu of cost-of-living increases in base salaries for 2010.
(2)	Amounts in this column represent the grant date fair value, calculated pursuant to ASC 718, of stock options granted in 2009. See Note 11 to our audited consolidated financial statements for a discussion of the calculation of grant date fair value.
(3)	Certain personal benefits provided to certain of our named executive officers, including car allowances and complimentary dining, are not required to be disclosed in the table because the amount of such benefits do not exceed the applicable disclosure thresholds. See “— Perquisites.”

(4) Pursuant to SEC regulations, Mr. Doody is included in the Summary Compensation Table because he served as an executive officer of the Company during 2009 and his total compensation exceeds that of one of the other named executive officers.

Grants of Plan-Based Awards Table

															Exercise		Grant Date
			Estimated Future Payouts Under												or Base		Fair Value
			Non-Equity Incentive Plan						Estimated Future Payouts Under						Price of		of Stock and
			Awards(1)						Equity Incentive Plan Awards(2)						Option		Option
	Grant		Threshold		Target		Maximum		Threshold		Target		Maximum		Awards		Awards
Name	Date		($)		($)		($)		(#)		(#)		(#)		($/SH)		($)
Saed Mohseni		—		—		155,400		—		—		—		—		—		—
James J. O’Connor		—		—		75,000		—		—		—		—		—		—
		9/9/09		—		—		—		—		3,307		—		1.45		2,526
Brian T. O’Malley		—		—		70,000		—		—		—		—		—		—
		9/9/09		—		—		—		—		3,307		—		1.45		2,526
Michael L. Moser		—		—		70,000		—		—		—		—		—		—
		9/9/09		—		—		—		—		3,307		—		1.45		2,526
Ronald F. Dee		—		—		35,000		—		—		—		—		—		—
		9/9/09		—		—		—		—		2,205		—		1.45		1,684
Alton F. Doody, III		—		—		100,000		—		—		—		—		—		—

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(1)

Amounts reported in this column represent the target performance-based bonus of each named executive office, as described in “Compensation Discussion and Analysis.”

(2)

Options reported in this column generally vest over a period of four years of continued employment, but are only exercisable by named executive officers if financial performance goals are met or exceeded in connection with a public offering or a sale of a majority of the stock or assets of the Company, as described in the Compensation Discussion and Analysis section, above. The number of shares reported as “target” are the total number of shares granted to named executive officers in 2009.

Outstanding Equity Awards at Fiscal Year End Table

	Option Awards
	Number of		Number of		Equity Incentive
	Securities		Securities		Plan Awards
	Underlying		Underlying		Number of
	Unexercised		Unexercised		Securities
	Options		Options		Underlying		Option		Option
	(#)		(#)(1)		Unearned		Exercise		Expiration
Name	Exercisable		Unexercisable		Options(#)(1)		Price($)(1)		Date
Saed Mohseni		361,719		—		—		1.45		2/13/17
James J. O’Connor		72,344		—		—		1.45		2/13/17
		3,307		—		—		1.45		9/9/19
Brian T. O’Malley		90,430		—		—		1.45		6/29/16
		3,307		—		—		1.45		9/9/19
Michael L. Moser		90,430		—		—		1.45		6/29/16
		3,307		—		—		1.45		9/9/19
Ronald F. Dee		90,430		—		—		1.45		6/29/16
		2,205		—		—		1.45		9/9/19
Alton F. Doody, III		90,430		—		—		1.45		6/29/16

(1) The named executive officers do not have the right to exercise their vested options unless and until the Company’s private equity sponsors attain designated returns on their investment, measured based on the sponsors’ receipt of net proceeds and internal rate of return from an approved sale or public offering. The board of directors has determined, in the exercise of its discretion, that 80.0% of each outstanding option award shall be deemed vested and exercisable in connection with this offering, based upon the deemed achievement of designated performance thresholds. See “— Equity Compensation.”

Potential Payments upon Termination or Change in Control

Termination of Employment

With the exception of Mr. Mohseni and Mr. O’Connor, the Company does not have any agreements with the named executive officers that would entitle them to severance payments upon termination of employment.

Mr. Mohseni’s employment agreement provides him with two years of continued base salary following his termination of employment by the Company without cause or by him for good reason. For purposes of Mr. Mohseni’s employment agreement, “cause” generally means Mr. Mohseni’s fraud or dishonesty in connection with his duties to the Company, his failure to perform the lawful duties of his position, his conviction of a felony or plea of guilty or no contest to a charge or commission of a felony, or his commission of any act or violation of law that could reasonably be expected to bring the Company into material disrepute, and “good reason” generally means the Company’s reduction in Mr. Mohseni’s base salary, the failure of the Company to pay base salary or benefits under Mr. Mohseni’s employment agreement, the Company’s material reduction in Mr. Mohseni’s overall benefits (other than pursuant to a general reduction in benefits for the Company’s workforce) or a requirement that Mr. Mohseni relocate his principal place of employment more than 50 miles from Columbus, Ohio.

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Mr. Mohseni’s right to severance is conditioned upon his refraining from competing with the Company for the two years following his termination of employment and compliance with confidentiality and nonsolicitation obligations under his employment agreement.

Assuming Mr. Mohseni’s employment was terminated by the Company without cause or by Mr. Mohseni for good reason on December 27, 2009, he would receive a total of approximately $1.0 million in severance under his employment agreement.

The Company also expects that Mr. O’Connor’s employment agreement, which is anticipated to be entered into prior to the consummation of this offering, will provide Mr. O’Connor with two years of continued base salary following his termination of employment by the Company without cause or by him with good reason. For purposes of Mr. O’Connor’s employment agreement, “cause” generally means Mr. O’Connor’s fraud or dishonesty in connection with his duties to the Company, his failure to perform the lawful duties of his position, his conviction of a felony or plea of guilty or no contest to a charge or commission of a felony, or his commission of any act or violation of law that could reasonably be expected to bring the Company into material disrepute, and “good reason” generally means, without the consent of Mr. O’Connor, a material diminution in Mr. O’Connor’s base salary, a material diminution in Mr. O’Connor’s authority, duties, or responsibilities, a material change in the geographic location at which Mr. O’Connor must perform the services, or any other action or inaction that constitutes a material breach by the Company of the employment agreement. Mr. O’Connor’s right to severance is expected to be conditioned upon his refraining from competing with the Company for the two years following his termination of employment and compliance with confidentiality and nonsolicitation obligations under his employment agreements.

Change-in-Control

In the event the Company completes a public offering in which the selling shareholders receive aggregate net proceeds of at least $50.0 million or the majority of the Company’s stock or assets are sold in a transaction approved by Holdings, the stock options held by the named executive officers while employed are subject to accelerated vesting in the discretion of the board of directors upon the achievement of certain performance thresholds. In addition, pursuant to Mr. Mohseni’s employment agreement, upon an approved sale or other transaction in which the sponsors sell 50% or more of their Company securities while Mr. Mohseni is employed by the Company, Mr. Mohseni is entitled to a payment to the extent the amount he has then received or is entitled to receive with respect to his options does not exceed $3.0 million. Such payment is generally calculated as the lesser of (a) $3.0 million less the amounts Mr. Mohseni receives or is entitled to receive with respect to his options or (b) the excess of the net proceeds received by the sponsors over the amount necessary for them to receive a 5% internal rate of return. Based upon an assumed initial public offering price between $14.00 and $16.00 per share, the range set forth on the cover of this prospectus, Mr. Mohseni will not be entitled to or receive any such payment in connection with the consummation of this offering.

Assuming a public offering or approved sale occurred on December 27, 2009 that resulted in 80.0% vesting and exercisability of each of the named executive officer’s stock options and based on an initial offering price of $15.00 per share, the midpoint of the price range set forth on the cover of this prospectus, each named executive officer’s increased option vesting value and, with respect to Mr. Mohseni, additional payment in respect of options, if any, would be as follows:

	Value of Enhanced		Additional Payment in
Name	Option Vesting ($)		Respect of Options		Total ($)
Saed Mohseni		4,901,292		—		4,901,292
James J. O’Connor		1,025,071		—		1,025,071
Brian T. O’Malley		1,270,136		—		1,270,136
Michael L. Moser		1,270,136		—		1,270,136
Ronald F. Dee		1,255,204		—		1,255,204
Alton F. Doody, III		1,225,327		—		1,225,327

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Director Compensation

During 2009, directors who were not employees of us, our subsidiaries or our private equity sponsors received an annual fee of $25,000, payable in August. Directors do not receive any other fees for participating in meetings or otherwise providing services as non-employee directors.

Following the consummation of this offering, each independent director will be paid a base annual retainer of $20,000. Independent directors will also receive an annual retainer of $5,000 for each committee on which they sit, and the chair of the Audit Committee will receive an additional annual retainer of $20,000.

The Company reimburses directors for their expenses involved in attending board of directors and committee meetings. The Company provides the non-employee directors with complimentary dining privileges at any of its restaurants. The Company views complimentary dining privileges as a meaningful benefit to its non-employee directors as it is important for non-employee directors to experience its product in order to better perform their duties for the Company.

Director compensation for the year ended December 27, 2009 for our non-employee directors is set forth in the following table.

							Non-Equity
	Fees Earned		Stock		Option		Incentive Plan		All Other
	or Paid in		Awards		Awards		Compensation		Compensation		Total
Name(3)	Cash ($)		($)		(#)		($)		($)(1)		($)
Harold O. Rosser, II		—		—		—		—		—		—
David B. Pittaway		—		—		—		—		—		—
Michael J. Hislop(2)		25,000		—		—		—		—		25,000
Allen J. Bernstein(2)		25,000		—		—		—		—		25,000

(1) Certain personal benefits provided to our directors, including complimentary dining, are not required to be disclosed in the table because the amount of such benefits do not exceed the applicable disclosure thresholds.

(2) At December 27, 2009, each of Messrs. Hislop and Bernstein held unexercised options to purchase an aggregate of 18,086 shares of our common stock.

(3) Alton F. Doody, III, our Chairman, is not included in the above table as he was a named executive officer during the year ended December 27, 2009 and thus received no compensation for his services as a director. Mr. Doody’s compensation as a named executive officer is set forth in the Summary Compensation Table.

Bravo Brio Restaurant Group, Inc. Stock Incentive Plan

On October 6, 2010, the board of directors approved the Stock Incentive Plan. Subject to shareholder approval, the Stock Incentive Plan shall be effective upon the consummation of this offering. In connection with the adoption of the Stock Incentive Plan, the board of directors terminated the 2006 Plan effective as of the date on which our common stock is Publicly Traded (as defined in the 2006 Plan), and no further awards will be granted under the 2006 Plan after such date. However, the termination of the 2006 Plan will not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan will continue to govern outstanding awards granted under the 2006 Plan. A summary of the Stock Incentive Plan and the 2006 Plan is provided below.

Summary of the Stock Incentive Plan

The purpose of the Stock Incentive Plan is to assist us and our subsidiaries in attracting and retaining valued employees, consultants and non-employee directors by offering them a greater stake in our success and a closer identity with us, and to encourage ownership of our common stock by such individuals. Our employees, consultants and members of our board of directors, as well as employees and consultants of our subsidiaries, are eligible to participate in the Stock Incentive Plan. The Stock Incentive Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards, collectively referred

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to as “awards.” Each award, and the terms and conditions applicable thereto, will be evidenced by an award agreement between us and the participant.

We have reserved 1.9 million shares of our common stock for issuance under the Stock Incentive Plan. Up to 475,000 shares available for awards under the Stock Incentive Plan may be issued pursuant to incentive stock options. No more than 633,333 shares underlying awards of any kind may be awarded to any participant in any one calendar year. For purposes of determining the number of shares available for awards under the Stock Incentive Plan, each stock-settled stock appreciation right will count against the Stock Incentive Plan limit based on the number of shares underlying the exercised portion of such stock appreciation right, rather than the number of shares issued in settlement of such stock appreciation right. Any shares tendered by a participant in payment of an exercise price for an award or the tax liability with respect to an award, including shares withheld from any such award, will not be available for future awards under the Stock Incentive Plan. However, if any shares subject to an award are forfeited or if such award otherwise terminates or is settled for any reason without an actual distribution of shares, any shares counted against the number of shares available for issuance with respect to such award will, to the extent of any such forfeiture, settlement or termination, again be available for awards under the Stock Incentive Plan. In addition, the number of shares reserved for issuance under the Stock Incentive Plan (as well as the other limits described above) are subject to adjustments for stock splits, stock dividends or other similar corporate events or transactions.

The compensation committee of our board of directors administers the Stock Incentive Plan. The compensation committee’s powers include, but are not limited to, selecting the award recipients, determining the number of shares to be subject to each award, determining the exercise or purchase price of each award, determining the vesting and exercise periods of each award, determining the type or types of awards to be granted, determining the terms and conditions of each award and all matters to be determined in connection with an award, determining whether and certifying that performance goals are satisfied, correcting any defect or supplying any omission or reconciling any inconsistency in the Stock Incentive Plan, adopting, amending and rescinding rules, regulations, guidelines, forms of agreements and instruments relating to the Stock Incentive Plan, and making all other determinations as it may deem necessary or advisable for the administration of the Stock Incentive Plan. The compensation committee may also delegate to one or more officers or members of our board of directors the authority to grant awards to certain eligible individuals meeting specified requirements.

Notwithstanding the foregoing, our full board of directors administers the Stock Incentive Plan and makes all determinations and interpretations with respect to certain items. See “Management — Compensation Committee.”

Awards

Restricted Stock.  Restricted stock is a grant of a specified number of shares of our common stock, which shares are subject to forfeiture upon the happening of specified events during the restriction period. The restrictions applicable to a grant of restricted stock may lapse based upon the passage of time, the attainment of performance goals or a combination thereof. During the period that a grant of restricted stock is subject to forfeiture, the transferability of such restricted stock is generally prohibited. However, unless otherwise provided in an award agreement, during such period, the participant will have all the rights of a shareholder with respect to the restricted stock, including the right to receive dividends and to vote. Dividends will be subject to the same restrictions as the underlying restricted stock unless otherwise provided in the award agreement, and cash dividends may be withheld until the applicable restrictions have lapsed.

Stock Options.  Stock options give a participant the right to purchase a specified number of shares of our common stock for a specified time period at a fixed exercise price. Stock options granted under the Stock Incentive Plan may be either incentive stock options or non-qualified stock options, provided that only employees may be granted incentive stock options. The exercise price of a stock option will be determined by the compensation committee at the time of grant, but may not be less than the fair market value of our common stock on the date of grant (or less than 110% of the fair market value of our common stock on the date of grant in the case of an incentive stock option granted to a holder of more than 10% of our, or any of our subsidiaries’, voting power). A participant may pay the exercise price of a stock option in cash, with shares of our common stock, or with a combination of cash and shares of our common stock, as determined by the compensation committee; provided

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that participants who are subject to the reporting requirements of Section 16 of the Exchange Act may elect to pay all or a portion of the exercise price of a stock option by directing us to withhold shares of our common stock that would otherwise be received upon exercise of such option. The term of a stock option may in no event be greater than ten years (five years in the case of an incentive stock option granted to a holder of more than 10% of our, or any of our subsidiaries’, voting power). Stock options may vest and become exercisable based upon the passage of time, the attainment of performance goals or a combination thereof.

Stock Appreciation Rights.  A stock appreciation right provides a participant with the right to receive, upon exercise, the excess of (i) the fair market value of one share of our common stock on the date of exercise over (ii) the grant price of the stock appreciation right as determined by the compensation committee, but which may never be less than the fair market value of our common stock on the date of grant. Stock appreciation rights will be settled in shares of our common stock (provided that fractional shares will be settled in cash) unless the compensation committee determines otherwise. The term of a stock appreciation right will be determined by the compensation committee at the time of grant, but will in no event be greater than ten years. Stock appreciation rights may vest and become exercisable based upon the passage of time, the attainment of performance goals or a combination thereof.

Restricted Stock Units.  Each restricted stock unit entitles the participant to receive, on the date of settlement, an amount equal to the fair market value of one share of our common stock. Restricted stock units are solely a device for the measurement and determination of the amounts to be paid to a participant under the Stock Incentive Plan and do not constitute shares of our common stock. Restricted stock units may become vested based upon the passage of time, the attainment of performance goals or a combination thereof, and the vested portion of an award of restricted stock units will be settled within 30 days after becoming vested. Restricted stock units will be settled in shares of our common stock (provided that fractional units will be settled in cash) unless the compensation committee determines otherwise. Restricted stock units do not give any participant rights as a shareholder with respect to such award, but the compensation committee may credit amounts equal to any dividends declared during the restriction period on the common stock represented by an award of restricted stock units to the account of a participant, with such amounts to be deemed to be reinvested in additional restricted stock units (which will be subject to the same forfeiture restrictions as the restricted stock units on which they were granted).

Other Stock-Based Awards.  The compensation committee is authorized to grant any other type of stock-based award that is payable in, or valued in whole or in part by reference to, shares of our common stock and that is deemed by the compensation committee to be consistent with the purposes of the Stock Incentive Plan.

Termination of Employment or Service.  Generally, and unless otherwise provided in an award agreement or determined by the compensation committee, all unvested awards (or portions thereof) held by a participant will terminate and be forfeited upon his or her termination of employment or other service with us and our subsidiaries, and the vested portion of any option or stock appreciation right held by such participant may be exercised for a limited period of time following such termination (unless such termination is for cause).

Performance Goals.  The compensation committee may condition the grant or vesting of an award upon the attainment of one or more performance goals that must be met by the end of a specified period. Performance goals may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or the subsidiary, division, department or function in which the participant is employed. Performance goals may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Performance goals may be based upon: specified levels of or increases in our, a division’s or a subsidiary’s return on capital, equity or assets; earnings measures or ratios (on a gross, net, pre-tax or post-tax basis); net economic profit (which is operating earnings minus a charge to capital); net income; operating income; sales; sales growth; gross margin; direct margin; share price (including but not limited to growth measures and total shareholder return); operating profit; per period or cumulative cash flow or cash flow return on investment (which equals net cash flow divided by total capital); inventory turns; financial return ratios; market share; balance sheet measurements; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; debt reduction; strategic innovation, including but not limited to entering into, substantially completing, or receiving payments under, relating to, or deriving from a joint development agreement, licensing agreement, or similar agreement; customer or employee satisfaction; individual objectives; any financial or other measurement deemed appropriate by the compensation committee as it relates to

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the results of operations or other measurable progress of us and our subsidiaries (or any business unit thereof); and any combination of any of the foregoing criteria.

Change in Control and Certain Corporate Transactions

In the event of a change in control, our board of directors may take any one or more of the following actions with respect to awards that are outstanding as of such change in control:

•  cause all outstanding awards to be fully vested and exercisable (if applicable);

•  cancel outstanding stock options and stock appreciation rights in exchange for a cash payment in an amount equal to the excess, if any, of the fair market value of the common stock underlying the unexercised portion of such award over the exercise price or grant price, as the case may be, of such portion, provided that any stock option or stock appreciation right with an exercise price or grant price, as the case may be, that equals or exceeds the fair market value of our common stock will be cancelled without payment;

•  terminate stock options and stock appreciation rights effective immediately prior to the change in control after providing participants with notice of such cancellation and an opportunity to exercise such awards;

•  require the successor corporation to assume outstanding awards and/or to substitute outstanding awards with awards involving the common stock of such successor corporation; or

•  take such other actions as our board of directors deems appropriate to preserve the rights of participants with respect to their awards.

A change in control is generally defined under the Stock Incentive Plan as:

•  the acquisition of more than 50% of the combined voting power of our then outstanding voting securities by any individual or entity (other than acquisitions by us, our subsidiaries, any of our or our subsidiaries’ benefit plans, an individual or entity who, as of the effective date of the Stock Incentive plan, owns 15% or more of the voting power or value of any class of our capital stock (a “substantial shareholder”) or an affiliate of a substantial shareholder);

•  a sale or other disposition during any 12-month period to any person or entity (other than a substantial shareholder or an affiliate of a substantial shareholder) of 51% or more of our assets;

•  the consummation of a merger or consolidation involving us if our shareholders, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation; or

•  a change in the composition of a majority of the members of our board of directors during any 12-month period.

In the event that the compensation committee determines that any corporate transaction or event (such as a stock dividend, recapitalization, forward split or reverse split, reorganization, merger or consolidation) affects our common stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of the Stock Incentive Plan participants, the compensation committee will proportionately and equitably adjust the number and kind of shares which may be issued in connection with awards, the number and kind of shares issuable in respect of outstanding awards, the aggregate number and kind of shares available under the Stock Incentive Plan (on an aggregate, individual and/or award-specific basis) and the exercise price or grant price relating to any award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding award. The compensation committee may also make adjustments in the terms and conditions of awards in recognition of unusual or nonrecurring events or in response to changes in applicable laws, regulations or accounting principles.

Amendment and Termination

Unless terminated sooner, the Stock Incentive Plan will automatically terminate on the tenth anniversary of its approval by our board of directors. Our board of directors has the authority to amend or terminate the Stock Incentive Plan without shareholder approval. However, to the extent necessary to comply with applicable provisions of federal securities laws, state corporate and securities laws, the Internal Revenue Code or the rules of any

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applicable stock exchange or national market system, or in the event that we desire to amend the Stock Incentive Plan to increase the number of shares subject to the Stock Incentive Plan or to decrease the price at which awards may be granted, we will obtain shareholder approval of any such amendment to the Stock Incentive Plan in such a manner and to such a degree as may be required.

A copy of the Stock Incentive Plan is filed as an exhibit to the registration statement of which this prospectus forms a part.

Bravo Development, Inc. Option Plan

The Bravo Development, Inc. Option Plan was adopted by the board of directors on February 13, 2007. An aggregate of 1,808,593 shares of common stock have been authorized for issuance under the 2006 Plan. As of September 26, 2010, stock options to purchase an aggregate of 1,767,754 shares of our common stock were outstanding under the 2006 Plan and 40,839 shares of our common stock remained available for future grant under the terms of the 2006 Plan. Optionholders do not have the right to exercise their vested options unless and until the Company’s private equity sponsors attain designated returns on their investment, measured based on the sponsors’ receipt of net proceeds and internal rate of return from an approved sale or public offering. The Company’s board of directors has determined, pursuant to the exercise of its discretion in accordance with the 2006 Plan, that 80.0% of each outstanding option award shall be deemed vested and exercisable in connection with this offering, based upon the deemed achievement of designated performance thresholds. As a result, options to purchase 1,414,203 shares of our common stock will be fully vested and exercisable following the consummation of this offering. Any unvested and/or unexercisable portion of each outstanding option award will be forfeited in accordance with the terms of the 2006 Plan. See “Compensation Discussion and Analysis — Equity Compensation.”

In connection with the adoption of the Stock Incentive Plan, the board of directors terminated the 2006 Plan effective as of the date on which our common stock is Publicly Traded (as defined in the 2006 Plan), and no further awards will be granted under the 2006 Plan after such date. However, the termination of the 2006 Plan will not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan will continue to govern outstanding awards granted under the 2006 Plan. Options granted under the 2006 Plan expire ten years after the date of grant.

Eligibility

Any employee or non-employee director of the Company or its subsidiaries is eligible to receive an award of options under the 2006 Plan, if selected to receive such award by the board of directors. However, only employees of the Company or its subsidiaries are eligible to be granted options intended to qualify as incentive stock options, which are eligible for special tax treatment under the Internal Revenue Code.

Administration

Our board of directors administers the 2006 Plan. The board of directors has the full authority to act in selecting recipients of options, determining whether any options may be transferable in accordance with our new investors securities holders agreement, determining the amount of options to be granted to any individual and in determining the terms and conditions of options granted under the 2006 Plan.

Options

Options granted under the 2006 Plan are either “incentive stock options,” which are intended to qualify for certain U.S. federal income tax benefits under Section 422 of the Internal Revenue Code, or “non-qualified stock options.” The per share exercise price of the options granted under the 2006 Plan must be at least equal to the fair market value of a share of our common stock on the date of grant. In addition, in the event of an incentive stock option granted to a 10% Owner, the per share exercise price must be no less than 110% of the fair market value of a share of our common stock on the grant date. The holder of an option granted under the 2006 Plan will be entitled to exercise such option and purchase a number of shares of our common stock at the per share exercise price set forth in such option holder’s option agreement, to the extent such option is vested and exercisable under

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the terms and conditions of that option agreement. The 2006 Plan permits the option holder to pay the exercise price for an option in cash or a certified check, or, with the approval of the board of directors, in shares of our common stock with a fair market value equal to the exercise price, by delivery of an assignment of a sufficient amount of the proceeds from the sale of shares of common stock to be acquired pursuant to such exercise and an instruction to a broker or selling agent to pay such amount to the Company, or any combination of the foregoing.

Certain Transactions

In the event of a sale of a majority of the assets or securities of the Company approved by Holdings, a public offering in which the aggregate net proceeds received by the Company and any participating selling shareholders is no less than $50.0 million, a consolidation, combination or merger of the Company with any other entity, a sale of all or substantially all of the assets of the Company or a divisive reorganization, liquidation or partial liquidation of the Company, the board of directors may take any of the following actions:

•  Accelerate the exercisability of all or a portion of the options,

•  Cancel outstanding options in exchange for a cash payment in an amount equal to the excess, if any, of the fair market value of the common stock underlying the unexercised portion of the option over the exercise price of such portion,

•  Terminate all options immediately prior to such transaction, provided the option holders are given an opportunity to exercise the option within a specified period following their receipt of written notice of the transaction and the intention to terminate the options prior to such transaction, or

•  Require the successor corporation, if the Company does not survive such transaction, to assume outstanding options or provide awards involving the common stock of such successor on terms and conditions that preserve the rights of the option holders prior to such transaction.

Options are also subject to adjustments, as necessary to preserve the rights of option holders, in the event of a change in the Company’s capitalization such as a stock split, spin-off, stock dividend, merger or reorganization.

Transferability

Unless the board of directors determines otherwise, options granted under the 2006 Plan are nontransferable, except by the laws of descent and distribution.

Repurchase

Option shares are subject to repurchase at fair market value in the event of the holder’s termination of employment pursuant to the provisions of the new investors securities holders agreement.

Amendment and Termination

The board may amend or modify the 2006 Plan at any time, provided that such amendment may not amend the plan in any way that would adversely affect outstanding awards without the applicable holders’ consent. As stated above, the board of directors terminated the 2006 Plan effective as of the date on which our common stock is Publicly Traded (as defined in the 2006 Plan) and no further awards will be granted under the 2006 Plan after such date.

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Principal and Selling Shareholders

The following table sets forth information regarding the beneficial ownership of our Series A preferred stock and our common stock as of September 26, 2010 by:

•  each person known to us to beneficially own more than 5% of the outstanding shares of common stock;

•  each of our named executive officers;

•  each of our directors;

•  all directors and executive officers as a group; and

•  each selling shareholder.

The table also sets forth such persons’ beneficial ownership of common stock immediately after this offering.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on, without giving effect to the reorganization transactions expected to occur prior to the consummation of this offering, 1,050,000 shares of common stock and 59,500 shares of Series A preferred stock outstanding on September 26, 2010 and, after giving effect to the reorganization transactions, 19,250,000 shares of common stock and no shares of Series A preferred stock outstanding upon completion of this offering.

In computing the number of shares of common stock beneficially owned by a person or group and the percentage ownership of that person or group, we deemed to be outstanding any shares of common stock subject to options held by that person or group that are currently exercisable or exercisable within 60 days after June 27, 2010. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted below, the address of each beneficial owner set forth in the table is c/o Bravo Brio Restaurant Group, Inc., 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212 and our telephone number is (614) 326-7944.

	Before Offering and												After Offering and
	Reorganization Transactions												Reorganization Transactions
													Number of
	Number of												Additional
	Shares of					Number of					Number of		Shares of		Number of
	Series A		Percent of			Shares of		Percent of			Shares of		Common		Shares of			Percent of
	Preferred		Series A			Common		Common			Common		Stock to be		Common			Common
	Stock		Preferred			Stock		Stock			Stock to be		Sold at		Stock			Stock
	Beneficially		Stock			Beneficially		Beneficially			Sold in this		Underwriters		Beneficially			Beneficially
Name of Beneficial Owner(1)	Owned		Owned			Owned		Owned(1)			Offering		Option		Owned			Owned
Bravo Development Holdings LLC(1)		47,659.500		80.1	%		841,050.0		80.1	%		—		—		—			—
Bruckmann, Rosser, Sherrill & Co. II L.P.(1)(2)		—		—			—		—			1,577,335		591,536		3,824,433			19.9	%
CHBravo Holding I LLC(3)		—		—			—		—			1,577,335		591,536		3,824,433			19.9
Golub Capital Partners IV, L.P.(4)		—		—			—		—			74,304		27,866		180,159				*
Golub Capital Coinvestment L.P.(4)		—		—			—		—			104,026		39,012		252,224			1.3
Alton F. Doody, III		5,503.750		9.3			97,125.0		9.3			—		—		1,318,125			6.8
Saed Mohseni		349.500			*		6,100.0			*		—		—		83,238				*
Harold O. Rosser II(5)(6)(7)		47,659.500		80.1			841,050.0		80.1			—		—		3,824,433	(2)		19.9
David B. Pittaway(5)(6)(8)		47,659.500		80.1			841,050.0		80.1			—		—		—			—
Michael J. Hislop		—		—			—		—			—		—		—			—
Allen J. Bernstein		—		—			—		—			—		—		—			—
James J. O’Connor		120.325			*		1,847.5			*		—		—		26,917				*
Brian T. O’Malley		367.450			*		6,235.0			*		—		—		86,284				*
Michael L. Moser		260.750			*		5,925.0			*		—		—		71,567				*
Ronald F. Dee		187.000			*		3,300.0			*		—		—		44,786				*
Julie Frist(2)		—		—			—		—			2,057		771		4,987				*
All directors and executive officers as a group (10 persons)		54,448.275		91.5	%		961,582.5		91.6	%		—		—		5,455,350			28.3	%

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*	Less than 1%
(1)	The address of Bravo Development Holdings LLC (“Holdings”) and Bruckmann, Rosser, Sherrill & Co. II L.P. (“BRS II”) is c/o Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56th Street, New York, New York 10022. BRS II is a member of Holdings. As part of the reorganization transactions, BRS II will receive shares of our common stock in exchange for its units of Holdings. See “Reorganization Transactions.”
(2)	BRSE, L.L.C. is the general partner of BRS II and as such may be deemed to have indirect beneficial ownership of the shares of common stock held by BRS II. Mr. Rosser is a manager of BRSE, L.L.C. and a partner of BRS II and as such may be deemed to have indirect beneficial ownership of the shares of common stock held by BRS II. Mr. Rosser expressly disclaims beneficial ownership of the shares of common stock held by BRS II except to the extent of his pecuniary interest in such shares.

Officers of BRSE, L.L.C. serve as power of attorney holders of Ms. Frist and as such BRS II may be deemed to have indirect beneficial ownership of the shares of common stock held by Ms. Frist. BRS II expressly disclaims beneficial ownership of the shares of common stock held by Ms. Frist. Ms. Frist is a current member of Holdings. The address of Ms. Frist is c/o Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56^th Street, New York, New York 10022. As part of the reorganization transactions, Ms. Frist will receive shares of our common stock in exchange for her units of Holdings. See “Reorganization Transactions.”

(3)	The address of CHBravo Holding I LLC (“CHBravo”) is c/o Castle Harlan, Inc., 150 East 58th Street, New York, New York 10155. CHBravo is a member of Holdings. As part of the reorganization transactions, CHBravo will receive shares of our common stock in exchange for its units of Holdings. See “Reorganization Transactions.”
(4)	Current member of Holdings. The address of Golub Capital Partners IV, L.P. (“GCP”) and Golub Capital Coinvestment L.P. (“GCC”) is c/o Golub Capital, 551 Madison Avenue, 6th Floor, New York, New York 10022. As part of the reorganization transactions, each of GCP and GCC will receive shares of our common stock in exchange for its units of Holdings. See “Reorganization Transactions.”
(5)	Includes 47,659.50 shares of Series A preferred stock and 841,050 shares of common stock owned by Holdings.
(6)	Messrs. Rosser and Pittaway may be deemed to share beneficial ownership of the shares held by Holdings by virtue of their status as members of the advisory board of Holdings. Each of Messrs. Rosser and Pittaway expressly disclaims beneficial ownership of any shares held by Holdings that exceed his pecuniary interest therein. The members of the advisory board of Holdings share investment and voting power with respect to securities owned by Holdings, but no individual controls such investment or voting power.

(7) The address of Mr. Rosser is c/o Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56^th Street, New York, New York, 10022.

(8) The address of Mr. Pittaway is c/o Castle Harlan, Inc., 150 East 58^th Street, New York, New York, 10155.

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Certain Relationships and Related Party Transactions

The following sets forth certain transactions involving us and our directors, executive officers and affiliates.

We do not have a formal written policy for review and approval of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. Following the consummation of this offering, we expect that our audit committee will be responsible for review, approval and ratification of “related-person transactions” between us and any related person. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5.0% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. Any member of the audit committee who is a related person with respect to a transaction under review will not be able to participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

Other than the transactions described below and the arrangements described under “Compensation Discussion and Analysis,” since December 31, 2006, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

Reorganization Transactions

It is anticipated that Holdings and each of our other current shareholders will enter into an exchange agreement with us pursuant to which, immediately prior to the consummation of this offering, Holdings and each such other shareholder will exchange all outstanding shares of our Series A preferred stock and common stock for shares of our new common stock. Following these exchanges and immediately prior to the consummation of this offering, Holdings will in turn distribute the shares of new common stock it receives in the exchanges to its members on a pro rata basis in accordance with such members’ ownership interests in the units of Holdings. Holdings will then be dissolved. See “Reorganization Transactions.”

2006 Recapitalization

On June 2, 2006, we entered into an Agreement and Plan of Merger, referred to herein as the merger agreement, with Holdings and BDI Acquisition Corp., a wholly owned subsidiary of Holdings, to consummate our recapitalization. Under the terms of the merger agreement, BDI Acquisition Corp. merged with and into us with our company as the surviving entity. The transactions contemplated under the merger agreement were effected on June 29, 2006, or the Effective Date. As a result of these transactions, Holdings, an entity controlled by affiliates of BRS and Castle Harlan, became our majority shareholder.

In addition to the consideration paid on the Effective Date, under the terms of the merger agreement, our equity holders and option holders prior to the Effective Date had the opportunity to earn additional consideration in the event we were able to achieve certain performance criteria. As a result of our performance during the measurement period, additional consideration in the aggregate amount of $7.9 million, plus accrued interest, was paid to our former equity holders and option holders in September 2007, including $2,708,732 to Mr. Doody, $115,524 to Mr. O’Malley, $79,216 to Mr. Moser and $66,013 to Mr. Dee.

BRS Management Agreement

On the Effective Date, we entered into a management agreement with Bruckmann, Rosser, Sherrill & Co., Inc., or BRS Inc., with a term of up to ten years, pursuant to which BRS Inc. has agreed to provide us certain advisory and consulting services relating to business and organizational strategy, financial and investment management and merchant and investment banking. Under the terms of the management agreement, we agreed to pay BRS Inc. (i) in each of 2007 and 2008, an annual fee equal to the greater of $175,000 and 0.75% of EBITDA, as defined in the management agreement, (ii) in 2009 and each following year, an annual fee equal to $784,000 and (iii) a transaction fee in connection with each acquisition, divesture and public offering of equity securities in which we engage (including this offering), the amount of which varies depending on the size and type of transaction, plus, in

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each case, reimbursement for all reasonable out-of-pocket expenses incurred by BRS Inc. We have also agreed to indemnify BRS Inc. for any losses and liabilities arising out of its provision of services to us or otherwise related to its performance under the management agreement. For our fiscal years ended December 27, 2009, December 28, 2008 and December 30, 2007, we paid BRS Inc. or otherwise accrued $800,000, $255,000 and $192,000, respectively, in management fees and expenses. We expect that the management agreement will be terminated as of the closing of this offering in exchange for a payment estimated to be $525,000 to BRS Inc. This amount is subject to adjustment based on the level of EBITDA, as defined in the management agreement, for the twelve months preceding the closing of this offering.

Castle Harlan Management Agreement

On the Effective Date, we also entered into a management agreement with Castle Harlan, with a term of up to ten years, pursuant to which Castle Harlan has agreed to provide us certain advisory and consulting services relating to business and organizational strategy, financial and investment management and merchant and investment banking. Under the terms of the management agreement, we agreed to pay Castle Harlan (i) in each of 2007 and 2008, an annual fee equal to the greater of $175,000 and 0.75% of EBITDA, as defined in the management agreement, (ii) in 2009 and each following year, an annual fee equal to $784,000 and (iii) a transaction fee in connection with each acquisition, divesture and public offering of equity securities in which we engage (including this offering), the amount of which varies depending on the size and type of transaction, plus in each case reimbursement for all reasonable out-of-pocket expenses incurred by Castle Harlan. We have also agreed to indemnify Castle Harlan for any losses and liabilities arising out of its provision of services to us or otherwise related to its performance under the management agreement. For our fiscal years ended December 27, 2009, December 28, 2008 and December 30, 2007, we paid Castle Harlan or otherwise accrued $811,000, $252,000 and $195,000, respectively, in management fees and expenses. We expect that the management agreement will be terminated as of the closing of this offering in exchange for a payment estimated to be $525,000 to Castle Harlan. This amount is subject to adjustment based on the level of EBITDA, as defined in the management agreement, for the twelve months preceding the closing of this offering.

Securities Holders Agreement

On the Effective Date, we entered into a securities holders agreement among us, Holdings, Alton Doody and certain of our other shareholders. The securities holders agreement, among other things: (i) restricts the transfer of our equity securities and (ii) grants preemptive rights on issuances of our equity securities, subject to certain exceptions, including issuances pursuant to certain public equity offerings. The securities holders agreement will be terminated upon the consummation of this offering pursuant to the terms of the exchange agreement entered into in connection with the Reorganization Transactions.

New Investors Securities Holders Agreement

On the Effective Date, we entered into a new investors securities holders agreement among us, Holdings, certain of our named executive officers and certain of our other shareholders. The new investors securities holders agreement, among other things: (i) restricts the transfer of our equity securities, (ii) grants us a purchase option on our equity securities held by employee shareholders upon certain termination events, (iii) requires each shareholder who is a party to the agreement to consent to a sale of our company if such sale is approved by Holdings, (iv) grants tag-along rights on certain transfers of our equity securities by any shareholder who is a party to the agreement and (v) grants preemptive rights on issuances of our equity securities, subject to certain exceptions, including issuances pursuant to certain public equity offerings. The new investors securities holders agreement will be terminated upon the consummation of this offering pursuant to the terms of the exchange agreement entered into in connection with the Reorganization Transactions.

Registration Rights Agreement

On the Effective Date, we entered into a registration rights agreement with substantially all of our current shareholders, other than those who purchase shares in this offering, entitling them to certain rights with respect to

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the registration of their shares of common stock under the Securities Act. Under the registration rights agreement, certain holders of shares of our common stock may demand that we file a registration statement under the Securities Act covering some or all of such holders’ shares. The registration rights agreement limits the number of demand registration requests the holders may require us to file to six; however, holders of at least a majority of the shares of our common stock issued to Holdings may require us to file an unlimited number of registration statements on Form S-3. In addition, the holders of our common stock have certain “piggyback” registration rights. If we propose to register any of our equity securities under the Securities Act other than pursuant to a demand registration or specified excluded registrations, holders may require us to include all or a portion of their common stock in the registration. Each shareholder party to the registration rights agreement has agreed not to effect any public sale or distribution of our securities for its own account during the ten day period prior to and during the 180 day period (in the case of our initial public offering) or 90 day period (in the case of an offering after our initial public offering) beginning on the effective date of a registration statement filed with the SEC. We have agreed not to effect any public sale or distribution of our securities (subject to certain exceptions) during the ten day period prior to and during the 180 day period (in the case of our initial public offering) or 90 day period (in the case of an offering after our initial public offering) beginning on the effective date of a registration statement filed with the SEC. All fees, costs and expenses of any registration effected pursuant to the registration rights agreement including all registration and filing fees, printing expenses, legal expenses will be paid by us. Substantially all of the holders of registration rights will have waived those rights with respect to this offering.

Employment Agreements

Currently, the Company is a party to an employment agreement with Saed Mohseni, our President and Chief Executive Officer, entered into at the time of his hire in February 2007. In addition, we expect to enter into a written employment agreement with Mr. O’Connor prior to the consummation of this offering. These agreements are described in more detail in “Compensation Discussion and Analysis — Employment Agreements.”

We are not party to any effective employment agreements with any other executive officer.

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Description of Capital Stock

Upon completion of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, no par value per share, and 5,000,000 shares of preferred stock, no par value per share, the rights and preferences of which may be established from time to time by our board of directors. As of September 26, 2010, without giving effect to the reorganization transactions, there were 1,050,000 shares of common stock, $.001 par value per share, issued and outstanding held by 29 holders of record and 59,500 shares of Series A preferred stock, $.001 par value per share, issued and outstanding held by 29 holders of record.

The following descriptions are summaries of the material terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a more thorough understanding of the terms of our capital stock, you should refer to our Second Amended and Restated Articles of Incorporation and Second Amended and Restated Regulations, which are included as exhibits to the registration statement of which this prospectus forms a part.

General

It is anticipated that our majority shareholder, Bravo Development Holdings LLC, or Holdings, and each of our other current shareholders will enter into an exchange agreement with us pursuant to which, immediately prior to the consummation of this offering, Holdings and each such other shareholder will exchange all outstanding shares of our Series A preferred stock and common stock for shares of our new common stock.

An aggregate of 14,250,000 shares of our new common stock will be issued by us in exchange for all shares of our outstanding Series A preferred stock and our outstanding common stock, which shares of new common stock will constitute all of our issued and outstanding capital stock immediately prior to the consummation of this offering. The number of shares of new common stock issued pursuant to such exchanges will be fixed at 14,250,000 shares. Under the terms of the exchange agreement, each outstanding share of Series A preferred stock will be exchanged for approximately 117.9 shares of our new common stock. The 117.9 shares of new common stock that will be received in exchange for each outstanding share of Series A preferred stock represent an aggregate fair value, based upon an assumed initial public offering price in this offering of $15.00 per share, the midpoint of the price range set forth on the cover of this prospectus, equal to the liquidation preference for such share of Series A preferred stock on the anticipated closing date of this offering. The “liquidation preference,” as defined in our amended and restated articles of incorporation, for each share of Series A preferred stock equals $1,000 plus all accumulated but unpaid dividends that have accrued on such share. The holders of our outstanding common stock will receive that number of shares of new common stock which is equal to the 14,250,000 shares of new common stock that will be issued, in the aggregate, in the exchanges less the number of shares of new common stock that will be issued in exchange for shares of our outstanding Series A preferred stock. Accordingly, each outstanding share of our common stock will be exchanged for approximately 6.9 shares of our new common stock. As a result of the exchanges, 7,015,630 shares of our new common stock, representing a beneficial ownership interest of 36.4% of our company following the reorganization transactions and the consummation of this offering, will be exchanged for shares of our outstanding Series A preferred stock and 7,234,370 shares of our new common stock, representing a beneficial ownership interest of 37.6% of our company following the reorganization transactions and the consummation of this offering, will be exchanged for shares of our outstanding common stock. Because the exchange ratios for our outstanding Series A preferred stock and common stock have been fixed, an increase or decrease in the initial public offering price or a change in the closing date of this offering will have no effect on the number of shares of our new common stock received in the exchanges by holders of our outstanding Series A preferred stock and common stock.

Following these exchanges and immediately prior to the consummation of this offering, Holdings will in turn distribute the shares of new common stock it receives in the exchanges to its members on a pro rata basis in accordance with such members’ respective ownership interests in the units of Holdings. Holdings will then be dissolved. See “Reorganization Transactions”.

Common Stock

Following the reorganization transactions and the consummation of this offering, 19,250,000 shares of our common stock, no par value per share, will be outstanding. The holders of shares of our new common stock are

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entitled to dividends as our board of directors may declare, from time to time, from funds legally available therefor, subject to the preferential rights of the holders of our preferred stock, if any, and any contractual limitations on our ability to declare and pay dividends. The holders of our common stock are entitled to one vote per share on any matter to be voted upon by shareholders, subject to certain exceptions relating, among other matters, to our preferred stock, if any. Our articles of incorporation do not provide for cumulative voting in connection with the election of directors, and accordingly, holders of more than 50% of the shares of our common stock voting will be able to elect all of the directors elected each year, subject to the voting rights of our preferred stock, if any. Except as otherwise provided by law, the holders of a majority in voting power of the shares issued and outstanding and entitled to vote at such meeting of shareholders will constitute a quorum at such meeting of the shareholders for the transaction of business, subject to the voting rights of our preferred stock, if any. Upon the consummation of this offering, no holder of our common stock will have any preemptive right to subscribe for any shares of our capital stock issued in the future.

Upon any voluntary or involuntary liquidation, dissolution, or winding up of our affairs, the holders of our common stock are entitled to share ratably in all assets available for distribution after payment of creditors, subject to prior distribution rights of our preferred stock, if any.

Preferred Stock

Following the consummation of this offering, no shares of our preferred stock, no par value per share, will be outstanding. Our Second Amended and Restated Articles of Incorporation will provide that our board of directors may, by resolution, establish one or more series of preferred stock having the number of shares and relative voting rights, designations, dividend rates, liquidation, and other rights, preferences, and limitations as may be fixed by them without further shareholder approval. The holders of our preferred stock may be entitled to preferences over common shareholders with respect to dividends, liquidation, dissolution, or our winding up in such amounts as are established by the resolutions of our board of directors approving the issuance of such shares.

The issuance of our preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the holders and may adversely affect voting and other rights of holders of our common stock. In addition, issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the outstanding shares of voting stock. At present, we have no plans to issue any shares of preferred stock.

Registration Rights

Under the terms of the registration rights agreement, if we propose to register any of our shares of common stock under the Securities Act following this offering, whether for our own account or otherwise, certain holders of our common stock are entitled to notice of such registration and are entitled to include their shares therein, subject to certain conditions and limitations, including, without limitation, pro rata reductions in the number of shares to be sold in an offering. Such holders also may require us to effect the registration of their shares of common stock for sale to the public, subject to certain conditions and limitations. We would be responsible for certain expenses of any such registration. See “Certain Relationships and Related Party Transactions — Registration Rights Agreement.”

Anti-Takeover Effects of Our Second Amended and Restated Articles of Incorporation and Second Amended and Restated Regulations and Ohio Law

Articles of Incorporation and Regulations.  Certain provisions of our Second Amended and Restated Articles of Incorporation and Second Amended and Restated Regulations could have anti-takeover effects. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our corporate policies formulated by our board of directors. In addition, these provisions also are intended to ensure that our board of directors will have sufficient time to act in what our board of directors believes to be in the best interests of us and our shareholders. These provisions also are designed to reduce our vulnerability to an unsolicited proposal for our takeover that does not contemplate the acquisition of all of our outstanding shares or an unsolicited proposal for the restructuring or sale of all or part of us. These provisions are also intended to discourage certain tactics that may be used in proxy fights.

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However, these provisions could delay or frustrate the removal of incumbent directors or the assumption of control of us by the holder of a large block of common stock, and could also discourage or make more difficult a merger, tender offer, or proxy contest, even if such event would be favorable to the interest of our shareholders.

Classified Board of Directors.  Our Second Amended and Restated Articles of Incorporation will provide for our board of directors to be divided into two classes of directors, with each class as nearly equal in number as possible, serving staggered two year terms. As a result, approximately one half of our board of directors will be elected each year. The classified board provision will help to assure the continuity and stability of our board of directors and our business strategies and policies as determined by our board of directors. The classified board provision could have the effect of discouraging a third party from making an unsolicited tender offer or otherwise attempting to obtain control of us without the approval of our board of directors. In addition, the classified board provision could delay shareholders who do not like the policies of our board of directors from electing a majority of our board of directors for two years.

Special Meetings.  Our Second Amended and Restated Regulations will provide that special meetings of the shareholders may be called only upon the written request of not less than fifty percent (50%) of the combined voting power of the voting stock, upon the request of a majority of the board of directors or upon the request of the chairman of the board, the president or the chief executive officer. Our Second Amended and Restated Regulations will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of our company.

Advance Notice Requirements for Shareholder Proposals and Director Nominees.  Our Second Amended and Restated Regulations will establish an advance notice procedure for our shareholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our shareholders. The shareholder notice procedure will provide that only persons who are nominated by, or at the direction of, our board of directors or its Chairman, or by a shareholder who is entitled to vote on such election and who has given timely written notice to our Secretary prior to the meeting at which directors are to be elected, will be eligible for election as our directors. The shareholder notice procedure will also provide that at an annual meeting of our shareholders, only such business may be conducted as has been brought before the meeting by, or at the direction of, our board of directors or its Chairman or by a shareholder who is entitled to vote on such business and who has given timely written notice to our Secretary of such shareholder’s intention to bring such business before such meeting. Under the shareholder notice procedure, if a shareholder desires to submit a proposal or nominate persons for election as directors at an annual meeting, the shareholder must submit written notice to us in accordance with the requirements set forth in our Second Amended and Restated Regulations. This provision may have the effect of precluding the conduct of certain business at a meeting if the proper notice is not timely provided and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Removal; Filling Vacancies.  Our Second Amended and Restated Regulations will authorize our board of directors to fill any vacancies that occur in our board of directors by reason of death, resignation, removal or otherwise. A director so elected by our board of directors to fill a vacancy or a newly created directorship holds office until the next election of the class for which such director has been chosen and until his successor is elected and qualified or until the director’s earlier death, resignation or removal. Our Second Amended and Restated Regulations will also provide that directors may be removed only for cause and only by the affirmative vote of holders of a majority of the combined voting power of our then outstanding stock. Except as may otherwise be provided by law, cause is defined to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal, has failed to attend 12 consecutive meetings of the board of directors or has been adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty to us in a matter of substantial importance to us, and such adjudication is no longer subject to direct appeal. The effect of these provisions is to preclude a shareholder from removing incumbent directors without cause, as so defined, and simultaneously gaining control of our board of directors by filling the vacancies created by such removal with its own nominees.

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Authorized but Unissued Shares.  Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy context, tender offer, merger or otherwise.

Indemnification.  We will include in our Second Amended and Restated Articles of Incorporation and Second Amended and Restated Regulations provisions to (1) eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the fullest extent permitted by the Ohio Revised Code and (2) indemnify our directors and officers to the fullest extent permitted by the Ohio Revised Code. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers. We have obtained insurance that insures our directors and officers against certain losses and which insures us against our obligations to indemnify the directors and officers.

Control Share Acquisitions.  After the completion of this offering, we will be an issuing public corporation subject to Section 1701.831 of the Ohio Revised Code, known as the “Ohio Control Share Acquisition Statute.” This statute provides that certain notice and informational filings and special shareholder meeting and voting procedures must be followed prior to any person’s acquisition of the corporation’s shares that would entitle the acquirer, directly or indirectly, alone or acting with others, to exercise or direct the voting power of the corporation in the election of directors within any of the following ranges: (1) one-fifth or more but less than one-third of that voting power, (2) one-third or more but less than a majority of that voting power or (3) a majority or more of that voting power. Under the statute, a control share acquisition must be approved at a special meeting of the shareholders, at which a quorum is present, by at least a majority of the voting power of the corporation in the election of directors represented at the meeting and by the holders of at least a majority of the portion of the voting power excluding the voting power of certain “interested shares.” Interested shares include shares owned by the acquirer, by officers elected or appointed by the directors of the corporation and by directors of the corporation who also are employees of the corporation.

Merger Moratorium Statute.  As an issuing public corporation, we also will be subject to Chapter 1704 of the Ohio Revised Code, known as the “Merger Moratorium Statute.” This statute prohibits certain transactions if they involve both the corporation and a person that is an “interested shareholder” (or anyone affiliated or associated with an “interested shareholder”), unless the board of directors has approved, prior to the person becoming an interested shareholder, either the transaction or the acquisition of shares pursuant to which the person became an interested shareholder. An interested shareholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or acting with others, to exercise or direct the exercise of 10% of the voting power of the corporation in the election of directors. The prohibition imposed on a person by Chapter 1704 is absolute for at least three years from the interested shareholder’s acquisition date and continues indefinitely thereafter unless (1) the acquisition of shares pursuant to which the person became an interested shareholder received the prior approval of the corporation’s board of directors, (2) the Chapter 1704 transaction is approved by the holders of shares entitled to exercise at least two-thirds of the voting power of the corporation (which our Second Amended and Restated Articles of Incorporation have reduced to a majority of our voting power) in the election of directors, including shares representing at least a majority of voting shares that are not beneficially owned by an interested shareholder or an affiliate or associate of an interested shareholder or (3) the Chapter 1704 transaction satisfies statutory conditions relating to the fairness of the consideration to be received by the shareholders of the corporation.

Nasdaq Global Market Listing Trading

We have applied to have our common stock approved for listing on the Nasdaq Global Market under the symbol “BBRG.”

Transfer Agent and Registrar

We have appointed Wells Fargo Bank, National Association as transfer agent and registrar for our common stock.

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Description of Indebtedness

New Senior Credit Facilities

In connection with this offering, we signed a commitment letter with Wells Fargo Bank, National Association, Bank of America, N.A., and a syndicate of financial institutions and other entities with respect to new senior credit facilities. The new senior credit facilities will provide for (i) a $45.0 million term loan facility, maturing in 2015, and (ii) a revolving credit facility under which we may borrow up to $40.0 million (including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million for swing-line loans), maturing in 2015. We will also be entitled to incur additional incremental term loans and/or increases in the revolving credit facility of up to $20.0 million that will be included in the new senior credit facilities if no event of default exists and certain other requirements are satisfied. We anticipate that our new revolving credit facility will be (i) jointly and severally guaranteed by each of our existing or subsequently acquired or formed subsidiaries, (ii) secured by a first priority lien on substantially all of our subsidiaries’ tangible and intangible personal property, (iii) secured by a first priority security interest on all owned real property and (iv) secured by a pledge of all of the capital stock of our subsidiaries.

We also expect that our new senior credit facilities will require us to meet financial tests, including a maximum consolidated total leverage ratio, a minimum consolidated fixed charge coverage ratio and a maximum consolidated capital expenditures limitation. In addition, our new senior credit facilities will contain negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. Our new senior credit facilities will contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the new senior credit facilities to be in full force and effect, and a change of control of our business.

Borrowings under our new senior credit facilities will bear interest at our option of either (i) the Base Rate (as such term will be defined in the credit agreement) plus the applicable margin of 1.75% to 2.25% or (ii) at a fixed rate for a period of one, two, three or six months equal to the London interbank offered rate, LIBOR, plus the applicable margin of 2.75% to 3.25%. The applicable margins with respect to the new senior credit facilities will vary from time to time in accordance with agreed upon pricing grids based on our consolidated total leverage ratio. Swing-line loans under our new senior credit facilities will bear interest only at the Base Rate plus the applicable margin. Interest on loans based upon the Base Rate will be payable on the last day of each calendar quarter in which such loan is outstanding. Interest on loans based on LIBOR will be payable on the last day of the applicable LIBOR period and, in the case of any LIBOR period greater than three months in duration, interest shall be payable quarterly. In addition to paying on any outstanding principal amount under our new senior credit facilities, we will be required to pay an unused facility fee to the lenders equal to 0.50% to 0.75% per annum on the aggregate amount of the unused revolving credit facility, excluding swing-line loans, commencing on the execution and delivery of the new senior credit facilities and payable quarterly in arrears. The applicable commitment fee will be dependent on our total leverage ratio and will initially be determined by our Closing Leverage Ratio (as such term will be defined in the credit agreement).

Existing Senior Credit Facilities

In connection with our 2006 recapitalization, we entered into our existing $112.5 million senior credit facilities with a syndicate of lenders. The existing senior credit facilities provide for (i) an $82.5 million term loan facility and (ii) a revolving credit facility under which we may borrow up to $30.0 million (including a sublimit cap of up to $7.0 million for letters of credit and up to $5.0 million for swing-line loans). Payment of all obligations under the existing senior credit facilities are collateralized by a first priority security interest in substantially all of our assets and those of our material subsidiaries. Borrowings under the term loan facility and the revolving credit facility bear interest at a rate per annum based on the prime rate, plus a margin of up to 2%, or LIBOR plus a margin up to 3%, with margins determined by certain financial ratios. In addition to the interest on our borrowings, we must pay an annual commitment fee of 0.5% on the unused portion of the revolving credit

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facility. The weighted-average interest rate on the borrowings at June 27, 2010 and December 27, 2009 was 3.33% and 3.47%, respectively. Our existing senior credit facilities mature on June 29, 2012.

We expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all loans outstanding under our existing senior credit facilities, any accrued and unpaid interest and related LIBOR breakage costs and other fees. As of June 27, 2010, approximately $79.4 million principal amount of loans were outstanding under our existing senior credit facilities. Our existing senior credit facilities can be prepaid without premium or penalty, other than any related LIBOR breakage costs and other fees.

The existing senior credit facilities contain certain customary events of default, including, without limitation, upon the occurrence of certain change of control transactions that include the consummation of this offering.

13.25% Senior Subordinated Secured Notes

In connection with our 2006 recapitalization, we also issued $27.5 million of our 13.25% senior subordinated secured notes. The note purchase agreement is collateralized by a second priority interest in substantially all of our assets and those of our material subsidiaries. Interest is payable monthly at an annual interest rate of 13.25%, with the principal due on December 29, 2012. Pursuant to the note purchase agreement, we were entitled to elect monthly during the first year to accrue interest at the rate of 14.25% per annum with no payments. Commencing in the second year of the note purchase agreement through the maturity date, we have the option to accrue interest at an annual rate of 13.25%, consisting of cash interest equal to 9% and paid-in-kind interest of 4.25%. Interest accrued but unpaid during the term of the notes is capitalized into the principal balance.

We expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. As of June 27, 2010, approximately $32.4 million aggregate principal amount of our 13.25% senior subordinated secured notes were outstanding. Our 13.25% senior subordinated secured notes can be prepaid without premium or penalty.

The senior subordinated secured notes contain certain customary events of default, including, without limitation, upon the occurrence of certain change of control transactions that include the consummation of this offering.

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Shares Eligible For Future Sale

Prior to this offering, there has been no market for shares of our common stock. We cannot predict the effect, if any, future sales of shares of our common stock, or the availability for future sale of shares of our common stock, will have on the market price of shares of our common stock prevailing from time to time. The sale of substantial amounts of shares of our common stock in the market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock.

Sale of Restricted Shares

Upon completion of this offering and the reorganization transactions, we will have 19,250,000 shares of common stock outstanding, based on 14,250,000 shares of common stock and no shares of Series A preferred stock outstanding as of September 26, 2010. Of these shares, the shares sold in this offering, plus any shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable without restriction under the Securities Act, except for any shares purchased by our “affiliates” as that term is defined in Rule 144 promulgated under the Securities Act. In general, affiliates include our executive officers, directors, and 10% shareholders. Shares purchased by affiliates will remain subject to the resale limitations of Rule 144.

Upon completion of this offering, 10,872,937 shares of our common stock will be “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 promulgated under the Securities Act, which are summarized below.

As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 promulgated under the Securities Act, the shares of our common stock (excluding the shares sold in this offering) will be available for sale in the public market as follows:

•  44,063 shares will be eligible for sale on the date of this prospectus;

•  10,872,937 shares will be eligible for sale upon the expiration of the lock-up agreements, as more particularly described below, beginning 180 days after the date of this prospectus; and

•  1,414,203 shares will be eligible for sale, upon the exercise of vested options, upon the expiration of the lock-up agreements, as more particularly described below, beginning 180 days after the date of this prospectus.

Lock-Up Agreements

Our directors, executive officers, the selling shareholders and substantially all of our other shareholders have entered into lock-up agreements in connection with this offering, generally providing that they will not offer, sell, contract to sell, or grant any option to purchase or otherwise dispose of our common stock or any securities exercisable for or convertible into our common stock owned by them for a period of at least 180 days after the date of this prospectus without the prior written consent of the underwriters. Despite possible earlier eligibility for sale under the provisions of Rules 144 and 701, shares subject to lock-up agreements will not be salable until these agreements expire or are waived by the underwriters. Substantially all of our outstanding shares of common stock will be subject to such lock-up agreements. These agreements are more fully described in “Underwriting — Lock-Up Agreements.”

We have been advised by the underwriters that they may at their discretion waive the lock-up agreements; however, they have no current intention of releasing any shares subject to a lock-up agreement. The release of any lock-up would be considered on a case-by-case basis. In considering any request to release shares covered by a lock-up agreement, the representatives would consider circumstances of emergency and hardship. No agreement has been made between the underwriters and us or any of our shareholders pursuant to which the underwriters will waive the lock-up restrictions.

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Rule 144

Generally, Rule 144 provides that an affiliate who has beneficially owned “restricted” shares of our common stock for at least six months will be entitled to sell on the open market in brokers’ transactions, within any three-month period, a number of shares that does not exceed the greater of:

•  1% of the number of shares of our common stock then outstanding, which will equal 192,500 shares immediately after this offering; or

•  the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

In addition, sales under Rule 144 are subject to requirements with respect to manner of sale, notice, and the availability of current public information about us.

In the event that any person who is deemed to be our affiliate purchases shares of our common stock in this offering or acquires shares of our common stock pursuant to one of our employee benefits plans, sales under Rule 144 of the shares held by that person will be subject to the volume limitations and other restrictions described in the preceding two paragraphs.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

Rule 701

Under Rule 701, each of our employees, officers, directors, and consultants who purchased shares pursuant to a written compensatory plan or contract is eligible to resell these shares 90 days after the effective date of this offering in reliance upon Rule 144, but without compliance with specific restrictions. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation, or notice provisions of Rule 144.

Form S-8 Registration Statements

We intend to file one or more registration statements on Form S-8 under the Securities Act as soon as practicable after the completion of this offering for shares issued upon the exercise of options and shares to be issued under our employee benefit plans. As a result, any such options or shares will be freely tradable in the public market. We have granted options to purchase 1,414,203 shares of our common stock that will vest and will be exercisable upon the consummation of this offering. However, such shares held by affiliates will still be subject to the volume limitation, manner of sale, notice, and public information requirements of Rule 144 unless otherwise resalable under Rule 701.

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Material U.S. Federal Tax Considerations For
Non-United States Holders

The following discussion is a general summary of the material U.S. federal tax consequences of the purchase, ownership and disposition of our common stock applicable to “non-U.S. holders.” As used herein, a non-U.S. holder means a beneficial owner of our common stock that is not a U.S. person (as defined below) or a partnership for U.S. federal income tax purposes, and that will hold shares of our common stock as capital assets (i.e., generally, for investment). For U.S. federal income tax purposes, a U.S. person includes:

•  an individual who is a citizen or resident of the United States;

•  a corporation (or other business entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate the income of which is subject to United States federal income taxation; or

•  a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons, or (2) was in existence on August 20, 1996, was treated as a U.S. domestic trust immediately prior to that date, and has validly elected to continue to be treated as a U.S. domestic trust.

This summary does not consider specific facts and circumstances that may be relevant to a particular non-U.S. holder’s tax position and does not consider state and local or non-U.S. tax consequences. It also does not consider non-U.S. holders subject to special tax treatment under the U.S. federal income tax laws (including partnerships or other pass-through entities, banks and insurance companies, regulated investment companies, real estate investment trusts, dealers in securities, holders of our common stock held as part of a “straddle,” “hedge,” “conversion transaction” or other risk-reduction transaction, controlled foreign corporations, passive foreign investment companies, companies that accumulate earnings to avoid U.S. federal income tax, foreign tax-exempt organizations, former U.S. citizens or residents and persons who hold or receive common stock as compensation). This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended, or the “Code,” applicable Treasury regulations, administrative pronouncements of the U.S. Internal Revenue Service, or “IRS,” and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly on a retroactive basis, and different interpretations.

Each prospective non-U.S. holder is encouraged to consult its own tax advisor with respect to the U.S. federal, state, local and non-U.S. income, estate and other tax consequences of purchasers holding and disposing of our common stock.

U.S. Trade or Business Income

For purposes of this discussion, dividend income, and gain on the sale or other taxable disposition of our common stock, will be considered to be “U.S. trade or business income” if such dividend income or gain is (1) effectively connected with the conduct by a non-U.S. holder of a trade or business within the United States and (2) in the case of a non-U.S. holder that is eligible for the benefits of an income tax treaty with the United States, attributable to a “permanent establishment” (or, for an individual, a “fixed base”) maintained by the non-U.S. holder in the United States. Generally, U.S. trade or business income is not subject to U.S. federal withholding tax (provided the non-U.S. holder complies with applicable certification and disclosure requirements); instead, U.S. trade or business income is subject to U.S. federal income tax on a net income basis at regular U.S. federal income tax rates in the same manner as a U.S. person. Any U.S. trade or business income received by a non-U.S. holder that is a corporation also may be subject to a “branch profits tax” at a 30% rate, or at a lower rate prescribed by an applicable income tax treaty, under specific circumstances.

Dividends

Distributions of cash or property (other than certain stock distributions) that we pay on our common stock (or certain redemptions that are treated as distributions on our common stock) will be taxable as dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Subject to our discussion in “— Recently-Enacted Federal Tax

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Legislation” below, a non-U.S. holder generally will be subject to U.S. federal withholding tax at a 30% rate, or at a reduced rate prescribed by an applicable income tax treaty, on any dividends received in respect of our common stock. If the amount of a distribution exceeds our current and accumulated earnings and profits, such excess first will be treated as a tax-free return of capital to the extent of the non-U.S. holder’s adjusted tax basis in our common stock, and thereafter will be treated as capital gain. See “— Dispositions of Our Common Stock” below. In order to obtain a reduced rate of U.S. federal withholding tax under an applicable income tax treaty, a non-U.S. holder will be required to provide a properly executed IRS Form W-8BEN (or appropriate substitute or successor form) certifying its entitlement to benefits under the treaty. A non-U.S. holder of our common stock that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS. A non-U.S. holder is encouraged to consult its own tax advisor regarding its possible entitlement to benefits under an income tax treaty.

The U.S. federal withholding tax does not apply to dividends that are U.S. trade or business income, as described above, of a non-U.S. holder who provides a properly executed IRS Form W-8ECI (or appropriate substitute or successor form), certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States.

Dispositions of Our Common Stock

Subject to our discussion in “— Recently-Enacted Federal Tax Legislation” below, a non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of any gain on a sale or other disposition of our common stock unless:

•  the gain is U.S. trade or business income, as described above;

•  the non-U.S. holder is an individual who is present in the United States for 183 or more days in the taxable year of the disposition and meets other conditions; or

•  we are or have been a “U.S. real property holding corporation,” which we refer to as “USRPHC,” under section 897 of the Code at any time during the shorter of the five year period ending on the date of disposition and the non-U.S. holder’s holding period for our common stock.

In general, a corporation is a USRPHC if the fair market value of its “U.S. real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide (domestic and foreign) real property interests and its other assets used or held for use in a trade or business. For this purpose, real property interests include land, improvements, and associated personal property. We believe that we currently are not a USRPHC. In addition, based on our financial statements and current expectations regarding the value and nature of our assets and other relevant data, we do not anticipate becoming a USRPHC, although there can be no assurance these conclusions are correct or might not change in the future based on changed circumstances. If we are found to be a USRPHC, a non-U.S. holder, nevertheless, will not be subject to U.S. federal income or withholding tax in respect of any gain on a sale or other disposition of our common stock so long as our common stock is “regularly traded on an established securities market” as defined under applicable Treasury regulations and a non-U.S. holder owns, actually and constructively, 5% or less of our common stock during the shorter of the five year period ending on the date of disposition and such non-U.S. holder’s holding period for our common stock. Prospective investors should be aware that no assurance can be given that our common stock will be so regularly traded when a non-U.S. holder sells its shares of our common stock.

Information Reporting and Backup Withholding Requirements

We must annually report to the IRS and to each non-U.S. holder any dividend income that is subject to U.S. federal withholding tax, or that is exempt from such withholding tax pursuant to an income tax treaty. Copies of these information returns also may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides. Under certain circumstances, the Code imposes a backup withholding obligation (currently at a rate of 28% and scheduled to increase to 31% for taxable years 2011 and thereafter) on certain reportable payments. Dividends paid to a non-U.S. holder of our common stock generally will be exempt from backup withholding if the non-U.S. holder provides a properly executed IRS Form W-8BEN (or appropriate substitute or successor form) or otherwise establishes an exemption.

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The payment of the proceeds from the disposition of our common stock to or through the U.S. office of any broker, U.S. or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies (usually on IRS Form W-8BEN) as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the proceeds from the disposition of common stock to or through a non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the non-U.S. broker has certain types of relationships with the United States, or a “U.S. related person” as defined under applicable Treasury regulations. In the case of the payment of the proceeds from the disposition of our common stock to or through a non-U.S. office of a broker that is either a U.S. person or a “U.S. related person”, the Treasury regulations require information reporting (but not the backup withholding tax) on the payment unless the broker has documentary evidence in its files that the owner is a non-U.S. holder and the broker has no knowledge to the contrary. Non-U.S. holders are encouraged to consult their own tax advisors on the application of information reporting and backup withholding to them in their particular circumstances (including upon their disposition of our common stock).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, if the non-U.S. holder provides the required information to the IRS.

Recently-Enacted Federal Tax Legislation

On March 18, 2010, President Obama signed the “Hiring Incentives to Restore Employment (HIRE) Act,” or the HIRE Act. The HIRE Act includes a revised version of a bill introduced in late October 2009 in both the House and the Senate, the “Foreign Account Tax Compliance Act of 2009” or the FATCA bill.

Under the FATCA provisions of the HIRE Act, foreign financial institutions (which include hedge funds, private equity funds, mutual funds, securitization vehicles and any other investment vehicles regardless of their size) and other foreign entities must comply with new information reporting rules with respect to their U.S. account holders and investors or confront a new withholding tax on U.S.-source payments made to them. Specifically, FATCA requires that foreign financial institutions enter into an agreement with the United States government to collect and provide the U.S. tax authorities substantial information regarding U.S. account holders of such foreign financial institution. Additionally, FATCA requires all other foreign entities that are not financial institutions to provide the withholding agent with a certification identifying the substantial U.S. owners of such foreign entity. A foreign financial institution or other foreign entity that does not comply with the FATCA reporting requirements generally will be subject to a new 30% withholding tax with respect to any “withholdable payments” made after December 31, 2012, other than such payments that are made on “obligations” that are outstanding on March 18, 2012. For this purpose, withholdable payments are U.S.-source payments, such as dividends, otherwise subject to nonresident withholding tax and also include the entire gross proceeds from the sale of any equity or debt instruments of U.S. issuers. The U.S. Department of Treasury and IRS have announced that they intend to issue regulations specifying that instruments treated as equity for U.S. tax purposes, such as our common stock, will not be considered “obligations” and thus will not be excepted from the new reporting and withholding requirements regardless of when issued. The new FATCA withholding tax will apply regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (e.g., capital gain from the sale of our stock). The Treasury is authorized to provide rules for implementing the FATCA withholding regime with the existing nonresident withholding tax rules. FATCA withholding under the HIRE Act will not apply to withholdable payments made directly to foreign governments, international organizations, foreign central banks of issue and individuals, and the Treasury is authorized to provide additional exceptions.

As noted above, the new FATCA withholding and information reporting requirements generally will apply to withholdable payments made after December 31, 2012. Prospective non-U.S. holders are encouraged to consult with their own tax advisors regarding these new provisions.

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Federal Estate Tax

Individual Non-U.S. holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

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Underwriting

We plan to enter into an underwriting agreement with the underwriters named below. Jefferies & Company, Inc., Piper Jaffray & Co. and Wells Fargo Securities, LLC are acting as representatives of the underwriters.

The underwriting agreement provides for the purchase of a specific number of shares of common stock by each of the underwriters. The underwriters’ obligations are several, which means that each underwriter is required to purchase a specified number of shares, but is not responsible for the commitment of any other underwriter to purchase shares. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase the number of shares of common stock set forth opposite its name.

	Number of
Underwriters	Shares
Jefferies & Company, Inc.
Piper Jaffray & Co.
Wells Fargo Securities, LLC
KeyBanc Capital Markets Inc.
Morgan Keegan & Company, Inc.
Total		8,333,000

Of the 8,333,000 shares to be purchased by the underwriters, 5,000,000 shares will be purchased from us and 3,333,000 shares will be purchased from the selling shareholders.

The underwriters have agreed to purchase all of the shares offered by this prospectus (other than those covered by the over-allotment option described below) if any are purchased. The shares of our common stock should be ready for delivery on or about           , 2010 against payment in immediately available funds. The underwriters are offering the shares subject to various conditions and may reject all or part of any order.

Under the underwriting agreement, if an underwriter defaults in its commitment to purchase shares, the commitments of non-defaulting underwriters may be increased or the underwriting agreement may be terminated, depending on the circumstances.

At our request, Jefferies & Company, Inc. has reserved up to 1.0% of the shares to be offered by us in this offering for sale at the initial public offering price to employees of Bruckmann, Rosser, Sherrill & Co. Management, L.P., one of our principal shareholders. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, in connection with the sales of the directed shares.

Over-Allotment Option

The selling shareholders have granted the underwriters an over-allotment option. This option, which is exercisable for up to 30 days after the date of this prospectus, permits the underwriters to purchase a maximum of 1,249,950 additional shares from the selling shareholders solely to cover over-allotments. If the underwriters exercise all or part of this option, they will purchase shares covered by the option at the initial public offering price that appears on the cover of this prospectus, less the underwriting discount. If this option is exercised in full, assuming an initial public offering price of $15.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, the total price to the public will be approximately $18.7 million and, before expenses, the total proceeds to the selling shareholders will be approximately $18.7 million. The underwriters have severally agreed that, to the extent the over-allotment option is exercised, they will each purchase a number of additional shares proportionate to the underwriter’s initial amount reflected in the foregoing table.

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Commission and Expenses

The representatives have advised us that the underwriters propose to offer the shares directly to the public at the public offering price that appears on the cover of this prospectus. In addition, the representatives may offer some of the shares to other securities dealers at such price less a concession of $      per share. After the shares are released for sale to the public, the representatives may change the offering price and other selling terms at various times.

The following table provides information regarding the amount of the discount to be paid to the underwriters by us and the selling shareholders:

			Total With Full
		Total Without	Exercise of
		Exercise of Over-	Over-Allotment
	Per Share	Allotment Option	Option
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us	$	$	$
Underwriting discounts and commissions to be paid by the selling shareholders	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds, before expenses, to selling shareholders	$	$	$

We estimate that the total expenses of this offering, excluding underwriting discounts, will be approximately $2.8 million. We are paying all of these expenses of this offering. The selling shareholders will not pay any expenses of this offering, other than the underwriting discounts and commissions.

Indemnification

We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

Lock-Up Agreements

We, our officers and directors, all of the selling shareholders and substantially all other shareholders have agreed to a 180-day lock-up with respect to shares of our common stock and other of our securities that they beneficially own, including securities that are convertible into shares of common stock and securities that are exchangeable or exercisable for shares of common stock. This means that, without the prior written consent of the representatives, for a period of 180 days following the date of this prospectus, we and such persons may not, subject to certain exceptions, directly or indirectly (1) sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially or (2) publicly announce an intention to do any of the foregoing. In addition, the lock-up period may be extended in the event that we issue an earnings release or announce certain material news or a material event with respect to us occurs during the last 17 days of the lock-up period, or prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period.

The restrictions in these lock-up agreements will not apply, subject to certain conditions, to transactions relating to (1) shares of common stock or other securities acquired in open market transactions after completion of this offering (2) a bona fide gift or gifts, (3) the transfer of any or all of the shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock owned by a shareholder, either during such shareholder’s lifetime or on death, by gift, will or interstate succession to an immediate family of the shareholder or to a trust the beneficiaries of which are exclusively the shareholder and/or a member or members of

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the shareholder’s immediate family, or (4) a distribution to limited partners or shareholders of the restricted party, provided, however, that the recipient in (2), (3) or (4) agrees to be bound by such restrictions.

Discretionary Sales

The representatives have informed us that they do not expect discretionary sales by the underwriters to exceed five percent of the shares offered by this prospectus.

No Public Market

While we intend to apply to list our common stock on the Nasdaq Global Market under the symbol “BBRG,” there has been no public market for the shares prior to this offering. The offering price for the shares will be determined by us and the representatives, based on the following factors:

•  the history and prospects for the industry in which we compete;

•  our past and present operations;

•  our historical results of operations;

•  our prospects for future business and earning potential;

•  our management;

•  the general condition of the securities markets at the time of this offering;

•  the recent market prices of securities of generally comparable companies;

•  the market capitalization and stages of development of other companies which we and the representatives believe to be comparable to us; and

•  other factors deemed to be relevant.

We cannot assure you that the initial public offering price will correspond to the price at which the common stock will trade in the public market after this offering or that an active trading market for the common stock will develop and continue after this offering.

Price Stabilization, Short Positions and Penalty Bids

SEC rules may limit the ability of the underwriters to bid for or purchase shares of our common stock before distribution of the shares is completed. However, the underwriters may engage in the following activities in accordance with the rules:

Stabilizing Transactions.  The representatives may make bids or purchases for the purpose of pegging, fixing or maintaining the market price of our common stock, so long as stabilizing bids do not exceed a specified maximum.

Over-allotments and Syndicate Covering Transactions.  The underwriters may sell more shares of our common stock in connection with this offering than the number of shares than they have committed to purchase. This over-allotment creates a short position for the underwriters. A bid for or purchase of shares of common stock on behalf of the underwriters to reduce a short position incurred by the underwriters is a “syndicate covering transaction.” Establishing short sales positions may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option described above. The underwriters may close out any covered short position either by exercising their over-allotment option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after the pricing of this offering, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in this offering.

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Penalty Bids.  If the representatives purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, it may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering.

Passive Market Making.  Market makers in the shares who are underwriters or prospective underwriters may make bids for or purchases of shares, subject to limitations, until the time, if ever, at which a stabilizing bid is made.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales or to stabilize the market price of our common stock may have the effect of raising or maintaining the market price of our common stock or preventing or mitigating a decline in the market price of our common stock. As a result, the price of the shares of our common stock may be higher than the price that might otherwise exist in the open market if such purchases by the underwriters were not occurring. The imposition of a penalty bid might also have an effect on the price of our common stock if it discourages resales of the shares.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may occur on the Nasdaq Global Market or otherwise. If such transactions are commenced, they may be discontinued without notice at any time.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representatives on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

Upon receipt of a request by an investor or its representative who has received an electronic prospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, we will promptly transmit, or cause to be transmitted, without charge, a paper copy of the prospectus.

Selling Restrictions

Each of the underwriters may arrange to sell shares of common stock offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so. In that regard, Wells Fargo Securities, LLC may arrange to sell shares in certain jurisdictions through an affiliate, Wells Fargo Securities International Limited, or WFSIL. WFSIL is a wholly-owned indirect subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Securities, LLC. WFSIL is a U.K. incorporated investment firm regulated by the Financial Services Authority. Wells Fargo Securities is the trade name for certain corporate and investment banking services of Wells Fargo & Company and its affiliates, including Wells Fargo Securities, LLC and WFSIL.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares which are the subject of this offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

1.  to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

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2.	to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
3.	to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or
4.	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under, the offers contemplated in this prospectus will be deemed to have represented, warranted and agreed to and with each underwriter and us that:

1.

it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

2.

in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State, other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented, warranted and agreed that:

1.

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) to persons who are investment professionals falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005 or in circumstances in which Section 21(1) of the FSMA does not apply to us; and

2.

it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

France

This prospectus (including any amendment, supplement or replacement thereto) has not been approved either by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; no security has been offered or sold and will be offered or sold, directly or indirectly, to the public in France within the meaning of Article L. 411-1 of the French Code Monétaire et Financier except to permitted investors, or Permitted Investors, consisting of persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) acting for their own account and/or a limited circle of investors (cercle restreint d’investisseurs) acting for their own account, with “qualified investors” and “limited circle of investors” having the meaning ascribed to them in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier; none of this prospectus or any other materials related to the offer or information contained herein relating to our securities has been released, issued or

121

distributed to the public in France except to Permitted Investors; and the direct or indirect resale to the public in France of any securities acquired by any Permitted Investors may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.

Notice to the Residents of Germany

This document has not been prepared in accordance with the requirements for a securities or sales prospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Sales Prospectus Act (Verkaufsprospektgesetz), or the German Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht — BaFin) nor any other German authority has been notified of the intention to distribute the securities in Germany. Consequently, the securities may not be distributed in Germany by way of public offering, public advertisement or in any similar manner AND THIS DOCUMENT AND ANY OTHER DOCUMENT RELATING TO THE OFFERING, AS WELL AS INFORMATION OR STATEMENTS CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN GERMANY OR USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OF THE SECURITIES TO THE PUBLIC IN GERMANY OR ANY OTHER MEANS OF PUBLIC MARKETING. The securities are being offered and sold in Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act. This document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

Switzerland

This document does not constitute a prospectus within the meaning of Art. 652a of the Swiss Code of Obligations. The shares of common stock may not be sold directly or indirectly in or into Switzerland except in a manner which will not result in a public offering within the meaning of the Swiss Code of Obligations. Neither this document nor any other offering materials relating to the shares of common stock may be distributed, published or otherwise made available in Switzerland except in a manner which will not constitute a public offer of the shares of common stock in Switzerland.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the company, for which they received or will receive customary fees and expenses. In particular, affiliates of Wells Fargo Securities, LLC are agents and lenders under the company’s existing senior credit facilities and an affiliate of Jefferies & Company, Inc. is a lender under the company’s existing senior credit facilities. As described in “Use of Proceeds,” we intend to use a portion of the net proceeds from this offering to repay all loans outstanding under our existing senior credit facilities. In addition, an affiliate of Wells Fargo Securities, LLC is acting as transfer agent and registrar of our common stock.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the company.

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Conflicts of Interest

As described in “Use of Proceeds,” we intend to use a portion of the net proceeds from this offering to repay all loans outstanding under our existing senior credit facilities. Because an affiliate of Wells Fargo Securities, LLC will receive more than 5.0% of the net proceeds of this offering, the offering will be conducted in accordance with Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, as administered by the Financial Industry Regulatory Authority. This rule requires, among other things, that the initial public offering price can be no higher than that recommended by a “qualified independent underwriter” and that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Jefferies & Company, Inc. has agreed to act as qualified independent underwriter for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act.

Legal Matters

We are represented by Dechert LLP, Philadelphia, Pennsylvania and Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. The validity of the shares offered hereby will be passed upon for us by Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.

Experts

The consolidated annual financial statements included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement of which this prospectus forms a part. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find More Information

This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission under the Securities Act of 1933 covering the common stock we are offering. As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the registration statement. For further information with respect to us and our common stock, you should refer to the registration statement and to its exhibits and schedules. We make reference in this prospectus to certain of our contracts, agreements and other documents that are filed as exhibits to the registration statement. For additional information regarding those contracts, agreements and other documents, please see the exhibits attached to this registration statement.

You can read the registration statement and the exhibits and schedules filed with the registration statement or any reports, statements or other information we have filed or file, at the public reference facilities maintained by the SEC at the public reference room (Room 1580), 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents from such offices upon payment of the prescribed fees. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. You may also request copies of the documents upon payment of a duplicating fee, by writing to the SEC. In addition, the SEC maintains a web site that contains reports and other information regarding registrants (including us) that file electronically with the SEC, which you can access at http://www.sec.gov.

In addition, you may request copies of this filing and such other reports as we may determine or as the law requires at no cost, by telephone at (614) 326-7944, or by mail to Bravo Brio Restaurant Group, Inc., 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212, Attention: Investor Relations.

Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the public reference facilities and website of the SEC referred to above.

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Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements—December 27, 2009, December 28, 2008 and December 30, 2007
Consolidated Balance Sheets as of December 27, 2009 and December 28, 2008		F-3
Consolidated Statements of Operations for the Years Ended December 27, 2009, December 28, 2008 and December 30, 2007		F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets) for the Years Ended December 27, 2009, December 28, 2008 and December 30, 2007		F-5
Consolidated Statements of Cash Flows for the Years Ended December 27, 2009, December 28, 2008 and December 30, 2007		F-6
Notes to Consolidated Financial Statements		F-7
Unaudited Interim Consolidated Financial Statements—June 27, 2010 and June 28, 2009
Unaudited Consolidated Balance Sheets as of June 27, 2010		F-20
Unaudited Consolidated Statements of Operations for the Twenty-Six Weeks Ended June 27, 2010 and June 28, 2009		F-21
Unaudited Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended June 27, 2010 and June 28, 2009		F-22
Notes to Unaudited Consolidated Financial Statements		F-23

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Bravo Brio Restaurant Group, Inc.:

We have audited the accompanying consolidated balance sheets of Bravo Brio Restaurant Group, Inc. (formerly, Bravo Development, Inc. and Subsidiaries) (a majority-owned subsidiary of Bravo Development Holdings, LLC) (the “Company”), as of December 27, 2009 and December 28, 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 27, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2009 and December 28, 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 27, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/  Deloitte & Touche LLP

Columbus, Ohio

April 30, 2010 (June 28, 2010 as to the Company name change in Note 1 and October 6, 2010 as to the subsequent event update in Note 15)

F-2

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except par values)

							Pro Forma
	December 28,			December 27,			Stockholders’
	2008			2009			Equity
							(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	682		$	249
Restricted cash		251
Accounts receivable		3,968			5,534
Tenant improvement allowance receivable		3,549			2,435
Inventories		1,990			2,203
Prepaid expenses and other current assets		2,058			2,049
Total current assets		12,498			12,470
PROPERTY AND EQUIPMENT—Net		141,040			144,880
OTHER ASSETS—Net		4,226			3,492
TOTAL	$	157,764		$	160,842
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Trade and construction payables	$	14,315		$	12,675
Accrued expenses		19,259			21,658
Current portion of long-term debt		1,049			1,039
Deferred lease incentives		3,656			4,284
Deferred gift card revenue		8,539			8,970
Total current liabilities		46,818			48,626
DEFERRED LEASE INCENTIVES		48,324			53,451
LONG-TERM DEBT		124,901			116,992
OTHER LONG-TERM LIABILITIES		13,812			14,463
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS):
Common stock, $0.001 par value—authorized, 3,000,000 shares; issued and outstanding, 1,050,000 shares		1			1			1
14% cumulative compounding preferred stock, $0.001 par value—authorized, 100,000 shares; issued and outstanding, 59,500 shares		1			1
Additional paid-in capital		110,972			110,972			110,973
Retained deficit		(187,065	)		(183,664	)		(183,664	)
Total stockholders’ equity (deficiency in assets)		(76,091	)		(72,690	)		(72,690	)
TOTAL	$	157,764		$	160,842		$	160,842

­ ­

See notes to consolidated financial statements.

F-3

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Dollars and shares in thousands, except per share data)

	Fiscal Year Ended
	December 30,			December 28,			December 27,
	2007			2008			2009
REVENUES	$	265,374		$	300,783		$	311,709
COSTS AND EXPENSES:
Cost of sales		75,340			84,618			82,609
Labor		89,663			102,323			106,330
Operating		41,567			47,690			48,917
Occupancy		16,054			18,736			19,636
General and administrative expenses		16,768			15,042			17,123
Restaurant pre-opening costs		5,647			5,434			3,758
Depreciation and amortization		12,309			14,651			16,088
Asset impairment charges					8,506			6,436
Other expenses—net		462			229			157
Total costs and expenses		257,810			297,229			301,054
INCOME FROM OPERATIONS		7,564			3,554			10,655
NET INTEREST EXPENSE		11,853			9,892			7,119
INCOME (LOSS) BEFORE INCOME TAXES		(4,289	)		(6,338	)		3,536
INCOME TAX EXPENSE (BENEFIT)		(3,503	)		55,061			135
NET INCOME (LOSS)	$	(786	)	$	(61,339	)	$	3,401
UNDECLARED PREFERRED DIVIDENDS		(8,920	)		(10,175	)		(11,599	)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS		(9,706	)		(71,574	)		(8,198	)
NET INCOME (LOSS) PER SHARE—BASIC AND DILUTED	$	(9.24	)	$	(68.17	)	$	(7.81	)
WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		1,050			1,050			1,050

­ ­

(Proforma — Unaudited ) As part of the proposed reorganization transactions, all shares of the Company’s outstanding common stock and Series A preferred stock will be exchanged for shares of the Company’s new common stock. At December 27, 2009, without giving effect to the proposed reorganization transactions, the Company had 1,050,000 shares of outstanding common stock and net income (loss) per share was as shown above. Immediately following the proposed reorganization transactions, the Company will have 14,250,000 shares of new common stock outstanding, which consists of shares of new common stock issued upon the exchange of all shares of the Company’s outstanding Series A preferred stock and common stock. The basic and diluted net income per share after giving effect to the proposed reorganization transactions for the year ended December 27, 2009 was $0.24.

See notes to consolidated financial statements.

F-4

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets)

(Dollars in thousands)

																				Stockholders’
									Additional											Equity
	Common Stock				Preferred Stock				Paid-In		Retained			Treasury Stock						(Deficiency in
	Shares		Amount		Shares		Amount		Capital		Deficit			Shares			Amount			Assets)
BALANCE—December 31, 2006		1,050,000	$	1		59,500	$	1	$	110,972	$	(124,880	)		—		$	—		$	(13,906	)
Net loss												(786	)								(786	)
Purchase of treasury shares															(14,701	)		(928	)		(928	)
Sale of treasury shares															14,701			928			928
BALANCE—December 30, 2007		1,050,000		1		59,500		1		110,972		(125,666	)					—			(14,692	)
Net loss												(61,399	)								(61,399	)
Purchase of treasury shares															(1,585	)		(100	)		(100	)
Sale of treasury shares															1,585			100			100
BALANCE—December 28, 2008		1,050,000		1		59,500		1		110,972		(187,065	)		—			—			(76,091	)
Net loss												3,401									3,401
Purchase of treasury shares															(1,217	)		(184	)		(184	)
Sale of treasury shares															1,217			184			184
BALANCE—December 27, 2009		1,050,000	$	1		59,500	$	1	$	110,972	$	(183,664	)		—		$	—		$	(72,690	)

­ ­

See notes to consolidated financial statements.

F-5

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

	Fiscal Year Ended
	December 30,			December 28,			December 27,
	2007			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(786	)	$	(61,399	)	$	3,401
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (excluding deferred lease incentives)		12,309			14,651			16,088
(Gain) loss on disposals of property and equipment		620			114			(236	)
Impairment of assets					8,506			6,436
Amortization of deferred lease incentives		(2,258	)		(3,139	)		(5,016	)
Interest incurred and capitalized but not yet paid		2,758			1,285			1,340
Deferred income taxes		(3,557	)		54,895
Changes in certain assets and liabilities:
Accounts and tenant improvement receivables		(1,699	)		446			(452	)
Inventories		(149	)		24			(213	)
Prepaid expenses and other current assets		2,343			(882	)		9
Trade and construction payables		6,012			1,596			(1,805	)
Deferred lease incentives		9,399			15,205			10,771
Deferred gift card revenue		933			(587	)		431
Other accrued liabilities		1,915			(1,153	)		(545	)
Other—net		3,451			2,939			3,573
Net cash provided by operating activities		31,291			32,501			33,782
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(35,274	)		(42,496	)		(25,708	)
Proceeds from sale of property and equipment								500
Restricted cash					(251	)		251
Intangibles acquired		(262	)		(341	)
Net cash used in investing activities		(35,536	)		(43,088	)		(24,957	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		33,250			104,450			103,450
Funds in escrow		12,762
Payments on long-term debt		(33,927	)		(93,921	)		(112,708	)
Proceeds from sale of stock		928			100			184
Repurchase of stock		(928	)		(100	)		(184	)
Distribution to previous shareholders		(6,570	)
Payment for cancellation of options to option holders		(1,359	)
Net cash (used in) provided by financing activities		4,156			10,529			(9,258	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(89	)		(58	)		(433	)
CASH AND CASH EQUIVALENTS—Beginning of year		829			740			682
CASH AND CASH EQUIVALENTS—End of year	$	740		$	682		$	249
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid—net of $434, $950 and $454 capitalized in 2007, 2008 and 2009, respectively	$	11,275		$	8,840		$	7,030
Income taxes paid (refunded)	$	336		$	(83	)	$	300
Property additions financed by accounts payable	$	3,706		$	963		$	994

See notes to consolidated financial statements.

F-6

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business—Bravo Brio Restaurant Group, Inc. (BBRG or the “Company”) (formerly, Bravo Development, Inc. and Subsidiaries) owns and operates restaurants under the trade names BRAVO!^®, “BRAVO! Cucina Italiana^®,” Cucina BRAVO! Italiana^®, BRAVO! Italian Kitchen^®, Brio^®, “Brio Tuscan Grille^tm,” and “Bon Vie^®.” At December 27, 2009, there were 45 BRAVO! Cucina Italiana restaurants (44 at December 28, 2008), 35 BRIO Tuscan Grille restaurants (30 at December 28, 2008), and one Bon Vie (one at December 28, 2008) restaurants in operation in 27 states throughout the United States of America. On June 28, 2010, the name of the Company was changed from Bravo Development, Inc. to Bravo Brio Restaurant Group, Inc.

At December 27, 2009, the Company was contractually committed to lease four restaurants that had not yet opened. The estimated cost to complete the construction of these restaurants is approximately $7.2 million.

Consolidation—The consolidated financial statements include the results of operations and account balances of BDI (a majority-owned subsidiary of Bravo Development Holdings, LLC (“Parent”)) (see Note 2) and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year End—The Company utilizes a 52- or 53-week accounting period which ends on the Sunday closest to December 31. The fiscal years ended December 30, 2007, December 28, 2008, and December 27, 2009, each have 52 weeks.

Accounting Estimates—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual amounts may differ from those estimates.

Cash and Cash Equivalents—The Company considers all cash and short-term investments with original maturities of three months or less as cash equivalents. All cash is principally deposited in one bank.

Inventories—Inventories are valued at the lower of cost or market, using the first-in, first-out method and consist principally of food and beverage items.

Pre-opening Costs—Restaurant pre-opening costs consist primarily of wages and salaries, recruiting, training, travel, and lodging and meals. The Company expenses such costs as incurred. Pre-opening costs also includes an accrual for straight-line rent recorded during the period between date of possession and the restaurant opening date for the Company’s leased restaurant locations.

Property and Equipment—Property and equipment are recorded at cost, less accumulated depreciation. Equipment consists primarily of restaurant equipment, furniture, fixtures, and smallwares. Depreciation is calculated using the straight-line method over the estimated useful life of the related asset. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term, including option periods, which are reasonably assured of renewal or the estimated useful life of the asset. Estimated useful lives of assets are as follows: buildings—15 to 39 years, leasehold improvements—10 to 20 years, and equipment and fixtures—3 to 10 years.

Leases—The Company records the minimum lease payments for its operating leases on a straight-line basis over the lease term, including option periods which are reasonably assured of renewal. The lease term commences on the date that the lessee obtains control of the property, which is normally when the property is ready for tenant improvements. Contingent rent expense is recognized as incurred and is usually based on either a percentage of restaurant sales or as a percentage of restaurant sales in excess of a defined amount.

F-7

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Leasehold improvements financed by the landlord through tenant improvement allowances are capitalized as leasehold improvements with the tenant improvement allowances recorded as deferred lease incentives. Deferred lease incentives are amortized on a straight-line basis over the lesser of the life of the asset or the lease term, including option periods which are reasonably assured of renewal (same term that is used for related leasehold improvements) and are recorded as a reduction of occupancy expense.

Other Assets—Other assets include liquor licenses, trademarks, and loan costs and are stated at cost, less amortization, if any. The trademarks are used in the advertising and marketing of the restaurants and are widely recognized and accepted by consumers.

Impairment of Long-Lived Assets—The Company reviews long-lived assets, such as property and equipment and intangibles, subject to amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily includes an assessment of historical cash flows and other relevant factors and circumstances. Negative restaurant-level cash flow over the previous 12-month period is considered a potential impairment indicator. In such situations, the Company evaluates future cash flow projections in conjunction with qualitative factors and future operating plans. Based on this analysis, if the Company believes that the carrying amount of the assets are not recoverable, an impairment charge is recognized based upon the amount by which the assets carrying value exceeds fair value as measured by undiscounted future cash flows expected to be generated by these assets.

The Company recognized asset impairment charges of approximately $8.5 million and $6.4 million in fiscal 2008 and 2009, respectively, related to leasehold improvements, fixtures and equipment for the impacted sites. No impairment charge was recorded in fiscal 2007.

The Company’s impairment assessment process requires the use of estimates and assumptions regarding future cash flows and operating outcomes, which are based upon a significant degree of management’s judgment. The Company continues to assess the performance of restaurants and monitors the need for future impairment. Changes in the economic environment, real estate markets, capital spending, and overall operating performance could impact these estimates and result in future impairment charges. There can be no assurance that future impairment tests will not result in additional charges to earnings.

Estimated Fair Value of Financial Instruments—The carrying amounts of cash and cash equivalents, receivables, trade and construction payables, and accrued liabilities at December 28, 2008 and December 27, 2009, approximate their fair value due to the short-term maturities of these financial instruments. The fair values of the Company’s long-term debt is determined using quoted market prices for the same or similar issues or based on the current rates offered to the Company for debt of the same remaining maturities. The carrying amount of the long-term debt under the revolving credit facility and variable rate notes and loan agreements approximate the fair values at December 28, 2008 and December 27, 2009. The estimated fair value of the fixed long-term debt is $31,500,000 at December 27, 2009. The fair value of the Company’s fixed long-term debt is estimated based on quoted market values offered for the same or similar agreements for which the lowest level of observable input significant to the established fair value measurement hierarchy is Level 2.

Revenue Recognition—Revenue from restaurant operations is recognized upon payment by the customer at the time of sale. Revenues are reflected net of sales tax and certain discounts and allowances.

The Company records a liability upon the sale of gift cards and recognizes revenue upon redemption by the customer. Revenue is recognized on unredeemed gift cards (breakage) based upon historical redemption patterns when the Company determines the likelihood of redemption of the gift card by the customer is remote and there is no legal obligation to remit the value of unredeemed gift cards to the relevant jurisdiction. Gift card breakage income was not significant in any fiscal year and is reported within revenues in the consolidated statements of operations.

F-8

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Advertising—The Company expenses the cost of advertising (including production costs) the first time the advertising takes place. Advertising expense was $1,918,000, $2,451,000, and $2,809,000 for 2007, 2008, and 2009, respectively.

Self-Insurance Reserves—The Company maintains various policies, including workers’ compensation and general liability. As outlined in these policies, the Company is responsible for losses up to certain limits. The Company records a liability for the estimated exposure for aggregate losses below those limits. This liability is based on estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions, including actuarial assumptions, historical trends, and economic conditions.

Derivative Instruments—The Company accounts for all derivative instruments on the balance sheet at fair value. Changes in the fair value (i.e., gains or losses) of the Company’s interest rate swap derivative are recorded each period in the consolidated statement of operations as a component of interest expense.

Income Taxes—Income tax provisions are comprised of federal and state taxes currently due, plus deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not of realization in future periods.

Stock-Based Compensation—The Company maintains performance incentive plans including incentive stock options and nonqualified stock options. Options are granted with exercise prices equal to the fair value of the Company’s common shares at the date of grant. The cost of employee service is recognized as a compensation expense over the period that an employee provides service in exchange for the award, typically the vesting period, and are exercisable if certain performance targets are achieved. The Company has not recorded any compensation expense related to these stock options since certain performance clauses have not been satisfied according to the 2006 Option Plan (see Note 11).

Net Income (loss) Per Share—Net income (loss) per share is computed by dividing consolidated net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income (loss) per share amounts reflect the potential dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock. At December 30, 2007, December 28, 2008 and December 27, 2009, there were 256,702, 245,874 and 257,875, respectively, of stock options which were not considered dilutive due to performance conditions not being met.

Segment Reporting—The Company operates upscale affordable Italian dining restaurants under two brands, exclusively in the United States, that have similar economic characteristics, nature of products and service, class of customer and distribution methods. The Company believes it meets the criteria for aggregating its operating segments, into a single reporting segment in accordance with applicable accounting guidance.

Recent Accounting Pronouncements—The Financial Accounting Standards Board (FASB) updated Accounting Standards Codification (ASC) Topic 810, Consolidation, with amendments to improve financial reporting by enterprises involved with variable interest entities (formerly FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R)). These amendments require an enterprise to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a variable interest entity. The effective date for this guidance is the beginning of a reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company adopted this guidance and it had no effect on its consolidated financial statements.

F-9

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The FASB also updated ASC Topic 855, Subsequent Events, to establish general standards of accounting for and disclosing of events that occur after the balance sheet date but before financial statements are issued or are available to be issued (formerly FASB Statement No. 165, Subsequent Events). This guidance was effective for interim and annual financial periods ending after June 15, 2009. Adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

Pro Forma Information (unaudited)—Pro forma stockholders’ equity (deficiency in assets) is based upon the Company’s historical stockholders’ equity (deficiency in assets) as of December 27, 2009, and has been computed to give effect to the pro forma adjustment to reflect an exchange of the shares of the Company’s outstanding common stock and outstanding Series A preferred stock for shares of new common stock in connection with the proposed reorganization transactions.

As part of the proposed reorganization transactions, the Company will exchange all shares of its outstanding common stock for shares of new common stock at a fixed exchange rate of approximately 1:6.9, resulting in the issuance of 7,234,370 shares of new common stock. Additionally, all 59,500 shares of the Company’s outstanding Series A preferred stock will be exchanged for shares of new common stock at a fixed exchange ratio of approximately 1:117.9 shares, resulting in the issuance of 7,015,630 shares of new common stock. This exchange will occur immediately prior to the consummation of the Company’s Initial Public Offering. The Company’s financial statements currently show all Consolidated Balance Sheets and Consolidated Statements of Operations information without giving effect to the proposed reorganization transactions. The exchange of the Company’s outstanding common stock will be shown retrospectively in the Company’s financial statements after the exchange date. The basic and diluted net (loss) per share after giving effect to the common stock exchange for the years ended December 30, 2007, December 28, 2008 and December 27, 2009 will be ($1.34), ($9.89), and ($1.13), respectively. The exchange of the Company’s outstanding Series A preferred stock will be shown on a prospective basis.

See the footnote to the Consolidated Statements of Operations for discussion of the Company’s basic and diluted net income (loss) per share after giving effect to the proposed reorganization transactions. See Note 15 for subsequent events.

2.  RECAPITALIZATION

On June 2, 2006, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Parent and BDI Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of Parent with $56.1 million of capitalization, to consummate a recapitalization of the Company. Under the terms of the Agreement, Merger Sub, an entity formed by Parent, merged with and into the Company with the Company as the surviving entity. Merger and the recapitalization were effected on June 29, 2006 (the “Effective Time”).

In connection with this transaction, the Company issued a new series of nonvoting 14% Cumulative Compounding Preferred Stock. Upon the liquidation, dissolution, or winding-up of the Company, before any distribution of proceeds to the holders of common stock, the holders of preferred stock are entitled to a preferential distribution in cash in an amount equal to $1,000 (original liquidation preference of $59,500,000) for each preferred share, plus the accumulated dividends with respect to such share. The preferred stock is not subject to call or mandatory redemption rights and cannot be converted into common shares. Total liquidation preference including undeclared/unpaid dividends amounted to $72.6 million, $82.7 million, and $94.3 million for the fiscal years ended 2007, 2008, and 2009, respectively.

In addition to the consideration paid at the Effective Time, the equity holders and the option holders earned additional consideration of $7.9 million (the “Earn-Out Payment”), plus accrued interest, paid in September 2007. Following the recapitalization, Parent owns 80.1% of the Company’s common stock and management shareholders own 19.9% of the Company’s common stock.

F-10

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

As part of the Agreement, the shareholders and Parent made an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, to treat the recapitalization as an asset purchase for tax purposes. The tax benefit of this election was recorded as an equity transaction. For all periods prior to the recapitalization, the Company operated as an S corporation for federal and state income tax purposes. However, following the recapitalization, the Company no longer qualified as an S corporation and became subject to U.S. Federal and certain state and local income taxes applicable to C corporations. The transaction was accounted for as a leveraged recapitalization with no change in the book basis of assets and liabilities. All taxes resulting from the Section 338(h)(10) election were paid by the selling shareholders and option holders.

3.  PROPERTY AND EQUIPMENT

The major classes of property and equipment at December 28, 2008 and December 27, 2009, are summarized as follows (in thousands):

	2008			2009
Land and buildings	$	5,252		$	5,402
Leasehold improvements		112,573			124,331
Equipment and fixtures		70,733			76,714
Construction in progress		4,587			4,255
Deposits on equipment orders		139			501
Total		193,284			211,203
Less accumulated depreciation		(52,244	)		(66,323	)
Total	$	141,040		$	144,880

4.  OTHER ASSETS

The major classes of other assets and related amortization at December 28, 2008 and December 27, 2009, are summarized as follows (in thousands):

	2008			2009
Loan origination fees	$	4,512		$	4,512
Liquor licenses		1,397			1,393
Trademarks		117			117
Deposits		127			150
Other assets—at cost		6,153			6,172
Accumulated amortization:
Loan origination fees		(1,873	)		(2,606	)
Liquor licenses		(38	)		(58	)
Trademarks		(16	)		(16	)
Total accumulated amortization		(1,927	)		(2,680	)
Other assets—net	$	4,226		$	3,492

F-11

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

5.  LONG-TERM DEBT

Long-term debt at December 28, 2008 and December 27, 2009, consists of the following (in thousands):

	2008			2009
Term loan	$	80,644		$	79,818
Note agreement		30,930			32,270
Revolving credit facility		13,750			5,550
Mortgage notes with payments of principal and interest due through July 2012		626			393
Total		125,950			118,031
Less current maturities		(1,049	)		(1,039	)
Long-term debt	$	124,901		$	116,992

As part of the recapitalization of the Company in 2006, as more fully described in Note 2, the Company entered into a $112.5-million Credit Agreement (the “Credit Agreement”) composed of a $82.5-million Term Loan (the “Term Loan”) and a $30-million Revolving Credit Facility (the “Revolver”).

The interest rate on the Term Loan and Revolver is based on prime rate, plus a margin of up to 2% or the London Interbank Offered Rate (LIBOR), plus a margin up to 3%, with margins determined by certain financial ratios. The weighted-average interest rate on the borrowings at December 27, 2009, was 3.47% (7.1% at December 28, 2008). In addition, the Company must pay an annual commitment fee of 0.5% on the unused portion of the Revolver. Borrowings under the Credit Agreement are collateralized by a first priority security interest in all of the assets of the Company, except property collateralized by mortgage notes and mature based upon the nature of the borrowing in either 2011 or 2012.

Pursuant to the terms of the Revolver, the Company is subject to certain financial and nonfinancial covenants, including a consolidated total leverage ratio, a consolidated senior leverage ratio, consolidated fixed-charge coverage ratio, and consolidated capital expenditures limitations. The Company was in compliance with these covenants as of December 27, 2009.

The Revolver also provides for bank guarantee under standby letter of credit arrangements in the normal course of business operations. The Company’s commercial bank issues standby letters of credit to secure its obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. The standby letters of credit are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. As of December 27, 2009, the maximum exposure under these standby letters of credit was $3.65 million. At December 27, 2009, the Company had $20.8 million available under its Revolver.

In addition to the Credit Agreement, the Company entered into a $27.5 million Note Purchase Agreement (the “Note Agreement”). Under the Note Agreement, interest is payable monthly at an annual interest rate of 13.25%. The Company may elect monthly during the first year of the Note Agreement to accrue interest at the rate of 14.25% per annum with no payments. Commencing the second year of the Note Agreement through the maturity date, the Company may elect to accrue interest at 13.25% and pay interest equal to 9% monthly. Interest accrued, but unpaid during the term of the Note Agreement is capitalized into the principal balance. The Note Agreement is collateralized by a second priority interest in all assets of the Company except property and matures on December 29, 2012. Since November 2006, the Company has elected to capitalize accrued, but unpaid interest in accordance with the terms of the Note Agreement.

Beginning with the fiscal year ended December 28, 2008, the Company is required to make excess cash flow payments to reduce the outstanding principal balances under the Credit Agreement provided the Company meets

F-12

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

certain leverage ratio requirements. No excess cash flow payments were made in fiscal year 2008 and no excess cash flow payments will be required in fiscal year 2009 based on the fiscal year 2008 results.

In connection with settlement of the Earn-Out Payment as described in Note 2, the Company recovered $4.6 million of funds previously held in escrow. These funds were applied to the outstanding borrowings in accordance with the Credit and Note Agreements.

On August 14, 2006, the Company entered into a three-year interest rate swap agreement fixing the interest rate on $27 million of its Term Loan debt. The Company settles with the bank quarterly for the difference between the 5.24% and the 90-day LIBOR in effect at the beginning of the quarter. Changes in the market value of the interest rate swap are recorded each period as an adjustment to interest expense. Such adjustments were net increases to interest expense of $782,000 and $120,000 in fiscal 2007 and 2008, respectively, and a reduction of interest expense of $755,000 in fiscal 2009. There were no derivative instruments outstanding at December 27, 2009.

Mortgage notes are collateralized by first mortgages on individual restaurant real estate assets. The weighted-average variable interest rate on the mortgage notes is 6.83% and 4.61% for fiscal years 2008 and 2009, respectively.

Future maturities of debt as of December 27, 2009, are as follows (in thousands):

2010	$	1,039
2011		6,470
2012		110,522
Total	$	118,031

6.  ACCRUED EXPENSES

The major classes of accrued expenses at December 28, 2008 and December 27, 2009, are summarized as follows (in thousands):

	2008		2009
Compensation and related benefits	$	9,210	$	10,268
Accrued self-insurance claims liability		4,279		4,853
Other taxes payable		2,234		3,546
Other accrued liabilities		3,536		2,991
Total accrued expenses	$	19,259	$	21,658

F-13

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

7.  OTHER LONG-TERM LIABILITIES

Other long-term liabilities at December 28, 2008 and December 27, 2009, consist of the following (in thousands):

	2008		2009
Deferred rent	$	12,201	$	13,975
Deferred compensation (Note 9)		407		166
Partner surety (Note 9)		370		200
Other long-term liability		79		122
Interest rate swap		755		—
Other long-term liabilities	$	13,812	$	14,463

8.  LEASES

The Company leases certain land and buildings used in its restaurant operations under various long-term operating lease agreements. The initial lease terms range from 10 to 20 years. The leases include renewal options for 2 to 20 additional years. Our leases expire between 2011 and 2028. The majority of leases provide for base (fixed) rent, plus additional rent based on gross sales, as defined in each lease agreement, in excess of a stipulated amount, multiplied by a stated percentage. The Company is also generally obligated to pay certain real estate taxes, insurances, common area maintenance (CAM) charges, and various other expenses related to the properties.

At December 27, 2009, the future minimum rental commitments under noncancellable operating leases, including option periods which are reasonably assured of renewal, are as follows (in thousands):

2010	$	18,398
2011		18,933
2012		19,188
2013		19,378
2014		19,614
Thereafter		172,631
Total	$	268,142

The above future minimum rental amounts exclude amortization of deferred lease incentives, renewal options which are not reasonably assured of renewal and additional rent based on sales or increases in the United States Consumer Price Index. The Company generally has escalating rents over the term of the leases and records rent expense on a straight-line basis for operating leases.

Rent expense, excluding real estate taxes, CAM charges, insurance, and other expenses related to operating leases, in 2007, 2008, and 2009, consists of the following (in thousands):

	2007		2008		2009
Minimum rent	$	9,229	$	10,618	$	11,391
Contingent rent		1,090		933		705
Total	$	10,319	$	11,551	$	12,096

F-14

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

9.  BONUS PLANS

In 2003, the Strategic Partner Plan (SPP) was created to reward and retain top general managers and executive chefs by providing them with a significantly greater Quarterly Performance Bonus payout potential, in addition to sharing in the appreciation of the Company (“Deferred Compensation”), which is based on a quarterly targeted sales value times an earnings factor based on same store sales performance. The Deferred Compensation vests ratably over the initial term of the agreement and is payable at the termination of the contract (generally five years). The SPP is separate from the Company’s ongoing bonus plan for each restaurant’s general manager, executive chef, assistant managers and sous chefs.

To participate in the SPP, the invitee (partner) signs an agreement to continue their employment with the Company for the term of the initial agreement (five years) and places a deposit (“Partner Surety”) with the Company, which is reflected in other long-term liabilities. The Partner Surety, as well as any Deferred Compensation that may be credited to the partner’s account, is forfeited if the partner breaches the requirements of the SPP agreement. The Company pays interest on the Partner Surety each quarter based on the three-month Certificate of Deposit rate, as published in the Wall Street Journal on the first business day of each calendar quarter and also provides each partner with a $2,500 sign-on bonus when their Partner Surety is received. Total expenses related to the SPP, net of Partner Surety forfeitures, amounted to $3,542,000, $1,227,000, and $771,000, for fiscal years 2007, 2008, and 2009, respectively. Effective the beginning of fiscal year 2008, the SPP plan is no longer being offered to additional partners although existing partners will continue to participate in the plan until their respective agreements expire at the end of the initial five-year term.

10.  EMPLOYEE BENEFIT PLAN

The Company has a 401(k) defined contribution plan (the “401(k) Plan”) covering all eligible full-time employees. The 401(k) Plan provides for employee salary deferral contributions up to a maximum of 15% of the participants’ eligible compensation, as well as discretionary Company matching contributions. Discretionary Company contributions relating to the 401(k) Plan for the years ended 2007, 2008, and 2009, were $179,000, $222,000, and $180,000, respectively.

11.  STOCK OPTION PLAN

Stock option activity for 2007, 2008, and 2009, is summarized as follows:

	2007			2008			2009
Outstanding—beginning of year		—			256,702			245,874
Weighted-average exercise price	$	—		$	10.00		$	10.00
Granted		265,890			—			18,500
Weighted-average exercise price	$	10.00		$	—		$	8.92
Forfeited		(9,188	)		(10,828	)		(6,499	)
Weighted-average exercise price	$	10.00		$	10.00		$	10.00
Outstanding—end of year		256,702			245,874			257,875
Weighted-average exercise price	$	10.00		$	10.00		$	9.92
Exercisable—end of year		—			—			—
Weighted-average exercise price	$	—		$	—		$	—

The weighted-average remaining contractual term of options outstanding at December 27, 2009, was 7 years (no options were exercisable).

F-15

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The total weighted-average fair value of options granted in 2007 and 2009 was $3.61, and was estimated at the date of grant using the Black-Scholes option-pricing model. The following assumptions were used for these options: weighted-average risk-free interest rate of 4.49%, no expected dividend yield, weighted-average volatility of 32.2%, based upon competitors within the industry, and an expected option life of five years.

A summary of the status of, and changes to, unvested options during the year ended December 27, 2009, is as follows:

				Weighted-
	Number of			Average Grant
	Shares			Date Fair Value
Unvested—beginning of year		144,293		$	3.60
Granted		18,500			3.25
Vested		(59,844	)		3.61
Forfeited		(527	)		3.61
Unvested—end of year		102,422		$	3.61

Vested options (155,453) are not exercisable, as the specified performance conditions have not been met. These options will become exercisable upon a Public Offering or Approved Sale, as those terms are defined in the 2006 Option Plan, and the achievement of certain performance milestones based on internal rates of return and multiples of net proceeds for our private equity sponsors. As a Public Offering or Approved Sale has not been consummated, it is deemed not probable that the options will become exercisable. As of December 27, 2009, there was $931,000 of total unrecognized compensation cost related to vested and nonvested options granted under the Plan. The cost will begin to be recognized upon the satisfaction of certain performance conditions as specified within the option agreements.

12. INCOME TAXES

The provision for income taxes consisted of the following (in thousands):

	2007			2008		2009
Current income tax expense:
Federal	$	—		$	—	$	—
State and local		54			166		135
Total current income tax expense		54			166		135
Deferred income tax expense (benefit):
Federal		(3,298	)		50,107
State and local		(259	)		4,788
Total deferred income tax expense (benefit)		(3,557	)		54,895		—
Total income tax expense (benefit)	$	(3,503	)	$	55,061	$	135

F-16

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Deferred income taxes as of December 28, 2008 and December 27, 2009, consisted of the following (in thousands):

	2008			2009
Deferred tax assets:
Goodwill for tax reporting purposes	$	41,446		$	38,127
Self-insurance reserves		2,989			2,819
Depreciation and amortization		2,292			4,918
Federal and state net operating losses		4,619			4,425
FICA tip credit carryforward		6,819			9,893
Other		1,076			809
Total gross deferred tax assets		59,241			60,991
Deferred tax liabilities:
Prepaid assets		(361	)		(305	)
Deferred rent		610			(638	)
Total gross deferred tax liabilities		249			(943	)
Valuation allowance		(59,490	)		(60,048	)
Net deferred tax asset	$	—		$	—

Goodwill for tax reporting purposes is amortized over 15 years. At December 27, 2009, the Company has net operating loss carryforwards for federal and state income tax purposes of $10,928,000 and $8,233,000 and Federal Insurance Contributions Act (FICA) tip credit carryforwards of $9,893,000, which will expire at various dates from 2026 through 2028.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Both positive and negative evidence are considered in forming management’s judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence that can be objectively verified. The valuation allowance relates to net operating loss and credit carryforwards and temporary differences for which management believes that realization is uncertain. The tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets will be recognized as a reduction of future income tax expense.

The effective income tax expense differs from the federal statutory tax expense for the years ended December 30, 2007, December 28, 2008, and December 27, 2009, as follows (in thousands):

	2007			2008			2009
Provision at statutory rate	$	(1,501	)	$	(2,218	)	$	1,238
FICA tip credit		(2,706	)		(2,890	)		(3,073	)
State income taxes—net of federal benefit		(377	)		(389	)		292
Other—net		1,081			1,068			1,120
Deferred tax asset valuation allowance					59,490			558
Total income tax expense (benefit)	$	(3,503	)	$	55,061		$	135

The Company adopted the authoritative guidance in regard to uncertain tax positions during 2007. The standards require that a position taken or expected to be taken in a tax return be recognized in the financial statements when

F-17

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

it is more likely than not (i.e. a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Upon adoption, the Company determined that these new standards did not have a material effect on prior consolidated financial statements and therefore no change was made to the opening balance of retained earnings. The standards also require that changes in judgment that result in subsequent recognition, derecognition, or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the interim period in which the change occurs. As of December 30, 2007, December 28, 2008 and December 27, 2009, the Company recognized no liability for uncertain tax positions.

It is the Company’s policy to include any penalties and interest related to income taxes in its income tax provision, however, the Company currently has no penalties or interest related to income taxes. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2006 through 2009. The Company’s state income tax returns are open to audit under certain states for the years ended December 31, 2006 through 2009.

13.  COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims, possible legal actions, and other matters arising out of the normal course of business. While it is not possible to predict the outcome of these issues, management is of the opinion that adequate provision for potential losses has been made in the accompanying consolidated financial statements and that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

14.  RELATED-PARTY TRANSACTIONS

Approximately 80% of the common shares of the Company are owned by affiliates of Castle Harlan, Inc. (“Castle Harlan”), Bruckmann, Rosser, Sherrill and Co., Inc. (BRS), and Golub Capital Incorporated. Management fees are determined pursuant to the Management Agreement between the Company and Castle Harlan and BRS. Prior to fiscal 2009, management fees were based upon a percentage of Earnings Before Interest, Taxes and, Depreciation and Amortization (“Defined EBITDA”) as defined in the Management Agreement. Starting in fiscal 2009 and for all subsequent years, such fees are based upon predetermined amounts as outlined in the Management Agreement. Management fees paid to Castle Harlan and BRS amounted to approximately $379,000, $427,000, and $1,677,000 for fiscal years 2007, 2008, and 2009, respectively.

15.   SUBSEQUENT EVENTS

In accordance with ASC 855, the Company evaluated its consolidated financial statements as of December 27, 2009 and December 28, 2008 and for the fiscal years ended December 27, 2009, December 28, 2008 and December 30, 2007 for subsequent events from July 1, 2010, the original date of issuance, and through October 6, 2010.

On October 6, 2010, the Company’s board of directors approved an exchange agreement pursuant to which each current outstanding share of common stock would be exchanged for approximately 6.9 shares of new common stock. The exchange is expected to occur prior to the consummation of the Company’s Initial Public Offering (IPO) and will result in 7,234,370 shares of new common stock. In addition, pursuant to the exchange agreement each current outstanding share of Series A preferred stock is expected to be exchanged for approximately 117.9 shares of new common stock and will result in 7,015,630 shares of new common stock.

In connection with the IPO, the Company has entered into a firm commitment for a new senior credit facility consisting of a $45 million term loan facility and a $40 million revolving credit facility. The Company intends to use the net proceeds from the IPO, together with the available new senior credit facilities, to repay all of the

F-18

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Company’s loans outstanding under the Company’s existing senior credit facilities, senior subordinated secured notes, and any accrued and unpaid interest.

The new senior credit facilities are subject to certain financial and nonfinancial covenants. The interest rate on the new credit facilities is based on prime rate plus a margin of up to 2.25% or the London Interbank Offered Rate (LIBOR) plus a margin up to 3.25%, with margins determined by certain financial ratios. In addition, the Company must pay an annual commitment fee up to 0.75% on the unused portion of the revolving credit facility. The term loan facility will amortize over 5 years in equal quarterly installments based on 5% in years one and two, 10% in years three and four, with the remaining 70% due on the Term Loan Maturity date.

On October 6, 2010, the Company’s board of directors approved the Stock Incentive Plan. Subject to shareholder approval, the Stock Incentive Plan shall be effective upon the consummation of the IPO. In connection with the adoption of the Stock Incentive Plan, the board of directors terminated the 2006 Plan effective as of the date on which the Company’s common stock is Publicly Traded (as defined in the 2006 Plan), and no further awards will be granted under the 2006 Plan after such date. However, the termination of the 2006 Plan will not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan will continue to govern outstanding awards granted under the 2006 Plan.

* * * * * *

F-19

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except par values)

	December 27,			June 27,			Pro Forma
	2009			2010			Stockholders’ Equity
				(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	249		$	268
Accounts receivable		5,534			4,638
Tenant improvement allowance receivable		2,435			875
Inventories		2,203			2,213
Prepaid expenses and other current assets		2,049			2,347
Total current assets		12,470			10,341
PROPERTY AND EQUIPMENT—Net		144,880			145,662
OTHER ASSETS—Net		3,492			3,141
TOTAL	$	160,842		$	159,144
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Trade and construction payables	$	12,675		$	8,599
Accrued expenses		21,658			23,086
Current portion of long-term debt		1,039			825
Deferred lease incentives		4,284			4,827
Deferred gift card revenue		8,970			5,618
Total current liabilities		48,626			42,955
DEFERRED LEASE INCENTIVES		53,451			54,799
LONG-TERM DEBT		116,992			110,965
OTHER LONG-TERM LIABILITIES		14,463			15,132
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS):
Common stock, $0.001 par value—authorized, 3,000,000 shares; issued and outstanding, 1,050,000 shares		1			1			1
14% cumulative compounding preferred stock, $0.001 par value—authorized, 100,000 shares; issued and outstanding, 59,500 shares		1			1
Additional paid-in capital		110,972			110,972			110,973
Retained deficit		(183,664	)		(175,681	)		(175,681	)
Total stockholders’ equity (deficiency in assets)		(72,690	)		(64,707	)		(64,707	)
TOTAL	$	160,842		$	159,144		$	159,144

See notes to consolidated financial statements.

F-20

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(Dollars and shares in thousands, except par values and per share data)

	Twenty-Six Weeks Ended
	June 28,			June 27,
	2009			2010
REVENUES	$	153,514		$	170,996
COSTS AND EXPENSES:
Cost of sales		40,765			44,389
Labor		53,733			58,100
Operating		25,265			26,560
Occupancy		10,435			11,310
General and administrative expenses		8,898			8,936
Restaurant preopening costs		2,060			1,685
Depreciation and amortization		7,889			8,335
Other expenses—net		153			51
Total costs and expenses		149,198			159,366
INCOME FROM OPERATIONS		4,316			11,630
NET INTEREST EXPENSE		3,693			3,543
INCOME BEFORE INCOME TAXES		623			8,087
INCOME TAX EXPENSE		120			104
NET INCOME	$	503		$	7,983
UNDECLARED PREFERRED DIVIDENDS	$	(5,420	)	$	(6,179	)
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDER	$	(4,917	)	$	1,804
NET (LOSS) INCOME PER SHARE—BASIC AND DILUTED	$	(4.68	)	$	1.72
WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		1,050			1,050

(Proforma—Unaudited ) As part of the proposed reorganization transactions, all shares of the Company’s outstanding common stock and Series A preferred stock will be exchanged for shares of the Company’s new common stock. At June 27, 2010, without giving effect to the proposed reorganization transactions, the Company had 1,050,000 shares of outstanding common stock and net income per share was as shown above. Immediately following the proposed reorganization transactions, the Company will have 14,250,000 shares of new common stock outstanding, which consists of shares of new common stock issued upon the exchange of all shares of the Company’s outstanding Series A preferred stock and common stock. The basic and diluted net income per share after giving effect to the proposed reorganization transactions for the twenty-six weeks ended June 27, 2010 was $0.56.

See notes to consolidated financial statements.

F-21

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands, except par values)

	Twenty-Six Weeks Ended
	June 28, 2009			June 27, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	503		$	7,983
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (excluding deferred lease incentives)		7,896			8,334
Loss on disposals of property and equipment		58			78
Amortization of deferred lease incentives		(1,857	)		(2,267	)
Interest incurred and capitalized but not yet paid		663			114
Changes in certain assets and liabilities:
Accounts and tenant improvement receivables		1,431			2,456
Inventories		93			(10	)
Prepaid expenses and other current assets		677			363
Trade and construction payables		(4,071	)		(4,305	)
Deferred lease incentives		5,268			4,158
Deferred gift card revenue		(3,452	)		(3,352	)
Other accrued liabilities		3,249			767
Other—net		371			624
Net cash provided by operating activities		10,829			14,943
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(12,878	)		(8,568	)
Restricted cash		251
Net cash used in investing activities		(12,627	)		(8,568	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		62,350			35,550
Payments on long-term debt		(60,988	)		(41,906	)
Net cash provided by (used in) financing activities		1,362			(6,356	)
NET (DECREASE)/INCREASE IN CASH AND EQUIVALENTS		(436	)		19
CASH AND EQUIVALENTS—Beginning of year		682			249
CASH AND EQUIVALENTS—End of period	$	246		$	268
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid, net of capitalized interest of $70 and $267 for the twenty-six weeks ended June 28, 2009 and June 27, 2010, respectively		3,998			3,373
Net income taxes paid (refunded)		192			149
Property additions financed by accounts payable		570			229
Accruals and deferrals relating to BBRG’s initial public offering		—			661

See notes to consolidated financial statements.

F-22

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1.   BASIS OF PRESENTATION

Description of Business

As of June 27, 2010, Bravo Brio Restaurant Group, Inc. owned and operated 85 restaurants under the names of BRAVO! Cucina Italiana and BRIO Tuscan Grille.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. Operating results for the twenty six weeks ended June 27, 2010 are not necessarily indicative of the results that may be expected for the year ending December 26, 2010.

Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 27, 2009.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Estimated Fair Value of Financial Instruments—The carrying amounts of cash and cash equivalents, receivables, trade and construction payables, and accrued liabilities at December 27, 2009 and June 27, 2010 approximate their fair value due to the short-term maturities of these financial instruments. The fair values of the Company’s long-term debt is determined using quoted market prices for the same or similar issues or based on the current rates offered to the Company for debt of the same remaining maturities. The carrying amount of the long-term debt under the revolving credit facility and variable rate notes and loan agreements approximate the fair values at December 27, 2009 and June 27, 2010. The estimated fair value of the fixed long-term debt is $31,500,000 at June 27, 2010. The fair value of the Company’s fixed long-term debt is estimated based on quoted market values offered for the same or similar agreements for which the lowest level of observable input significant to the established fair value measurement hierarchy is Level 2.

Net Income (loss) Per Share

Basic earnings per share amounts are computed by dividing consolidated net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted per share amounts reflect, the potential dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock. At June 28, 2009 and June 27, 2010, there were 243,375 and 257,875, respectively, stock options which were not considered dilutive due to performance conditions not being met.

Pro Forma Information (unaudited)

Pro forma stockholders’ equity (deficiency in assets) is based upon the Company’s historical stockholders’ equity (deficiency in assets) as of June 27, 2010, and has been computed to give effect to the pro forma adjustment to reflect an exchange of the shares of the Company’s outstanding common stock and outstanding Series A preferred stock for shares of new common stock in connection with the proposed reorganization transactions.

F-23

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements—(Continued)

As part of the proposed reorganization transactions, the Company will exchange all shares of its existing common stock for shares of new common stock at a fixed exchange rate of approximately 1:6.9, resulting in the issuance of 7,234,370 shares of new common stock. Additionally, all 59,500 shares of the Company’s Series A preferred stock will be exchanged for shares of new common stock at a fixed exchange ratio of 1:117.9 shares, resulting in the issuance of 7,015,630 shares of new common stock. This exchange will occur immediately prior to the consummation of the Company’s Initial Public Offering. The Company’s financial statements currently show all Consolidated Balance Sheets and Consolidated Statements of Operations information without giving effect to the proposed reorganization transactions. The exchange of all shares of the Company’s common stock will be shown retrospectively in the Company’s financial statements after the exchange date. The basic and diluted net income (loss) per share after giving effect to the common stock exchange for the twenty-six weeks ended June 28, 2009 and June 27, 2010 will be ($0.68) and $0.25, respectively. The exchange of the Company’s outstanding Series A preferred stock will be shown on a prospective basis.

See the footnote to the Consolidated Statements of Operations for discussion of the Company’s basic and diluted net income (loss) per share after giving effect to the proposed reorganization transactions.

Recent Accounting Literature

Improving disclosures about Fair Value Measurements (ASU No. 2010-06)

(Included in ASC 820 “Fair Value Measurements and Disclosures”)

Accounting Standards Update (“ASU”) No. 2010-06 requires new disclosures regarding recurring or nonrecurring fair value measurements. Entities will be required to separately disclose significant transfers into and out of Level 1 and Level 2 measurements in the fair value hierarchy and describe the reasons for the transfers. Entities will also be required to provide information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. In addition, entities must provide fair value measurement disclosures for each class of assets and liabilities, and disclosures about the valuation techniques used in determining fair value for Level 2 or Level 3 measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the gross basis reconciliations for the Level 3 measurements which is effective for fiscal years beginning after December 15, 2010.

The Financial Accounting Standards Board (FASB) updated Accounting Standards Codification (ASC) Topic 810, Consolidation, with amendments to improve financial reporting by enterprises involved with variable interest entities (formerly FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R)). These amendments require an enterprise to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a variable interest entity. The effective date for this guidance is the beginning of a reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company adopted this guidance and it had no material effect on its consolidated financial statements.

2.   LONG-TERM DEBT

As part of the recapitalization of the Company in 2006, the Company entered into a $112.5-million Credit Agreement (the “Credit Agreement”) composed of a $82.5-million Term Loan (the “Term Loan”) and a $30-million Revolving Credit Facility (the “Revolver”). Borrowings under the Credit Agreement are collateralized by a first priority security interest in all of the assets of the Company, except property collateralized by mortgage notes and mature based upon the nature of the borrowing in either 2011 or 2012. The Revolver also provides for bank guarantee under standby letter of credit arrangements in the normal course of business operations. The interest rate on the Term Loan and Revolver is based on prime rate, plus a margin of up to 2% or the London Interbank Offered Rate (LIBOR), plus a margin up to 3%, with margins determined by certain financial ratios. In addition, the Company must pay an annual commitment fee of 0.5% on the unused portion of the Revolver.

F-24

BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements—(Continued)

As of June 27, 2010, the Company had no outstanding borrowings under the Revolver. Availability under the Revolver is reduced by outstanding letters of credit totaling $3.86 million as of June 27, 2010, thereby leaving the Company with $26.14 million available under its Revolver.

Pursuant to the terms of the Credit Agreement, the Company is subject to certain financial and nonfinancial covenants, including a consolidated total leverage ratio, a consolidated senior leverage ratio, consolidated fixed-charge coverage ratio, and consolidated capital expenditures limitations. The Company was in compliance with these covenants as of June 27, 2010.

In addition to the Credit Agreement, the Company entered into a $27.5 million Note Purchase Agreement (the “Note Agreement”). Under the Note Agreement, interest is payable monthly at an annual interest rate of 13.25%. The Company may elect monthly during the first year of the Note Agreement to accrue interest at the rate of 14.25% per annum with no payments. Commencing the second year of the Note Agreement through the maturity date, the Company may elect to accrue interest at 13.25% and pay interest equal to 9% monthly. Interest accrued, but unpaid during the term of the Note Agreement is capitalized into the principal balance. The Note Agreement is collateralized by a second priority interest in all assets of the Company except property and matures on December 29, 2012. From November 2006 through January of 2010, the Company elected to capitalize accrued, but unpaid interest in accordance with the terms of the Note Agreement.

Beginning with the fiscal year ended December 28, 2008, the Company is required to make excess cash flow payments to reduce the outstanding principal balances under the Credit Agreement provided the Company meets certain leverage ratio requirements. No excess cash flow payments will be required for the twenty six weeks ended June 27, 2010 and no excess cash flow payments were required in fiscal year 2009 based on the fiscal year 2008 results.

3.   COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims, possible legal actions, and other matters arising out of the normal course of business. While it is not possible to predict the outcome of these issues, management is of the opinion that adequate provision for potential losses has been made in the accompanying consolidated financial statements and that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

4.   SUBSEQUENT EVENTS

In accordance with ASC 855, the Company evaluated its consolidated financial statements as of and for the twenty-six weeks ended June 27, 2010 for subsequent events through August 12, 2010, the original date of issuance, and through October 6, 2010.

On October 6, 2010, the Company’s board of directors approved an exchange agreement pursuant to which each current outstanding share of common stock would be exchanged for approximately 6.9 shares of new common stock. The exchange is expected to occur prior to the consummation of the Company’s Initial Public Offering (IPO) and will result in 7,234,370 shares of new common stock. In addition, pursuant to the exchange agreement each current outstanding share of Series A preferred stock is expected to be exchanged for approximately 117.9 shares of new common stock and will result in 7,015,630 shares of new common stock.

In connection with the IPO, the Company has entered into a firm commitment for a new senior credit facility consisting of a $45 million term loan facility and a $40 million revolving credit facility. The Company intends to use the net proceeds from the IPO, together with the available new senior credit facilities, to repay all of the Company’s loans outstanding under the Company’s existing senior credit facilities, senior subordinated secured notes, and any accrued and unpaid interest.

F-25

“The restaurant presents a winning combination: It manages to be a place that people want to go to and a place they want to go back to.” The Capital — Annapolis, MD

“Tuscan “Tuscan Culina Culinary creations creations are are mastered mastered at BR at BRIO.” Collumbu Columbus s D Dispatch Birmingham, AL (1) Phoenix, AZ (2) Denver, CO (2) Farmington, CT (1) Washington DC (1) Ft. Lauderdale, FL (2) Naples, FL (1) Orlando, FL (2) Palm Beach, FL (1) Tampa, FL (1) Atlanta, GA (2) Chicago, IL (1) Newport, KY (1) Annapolis, MD (1) Detroit, MI (2) Kansas City, MO (1) St. Louis, MO (1) Charlotte, NC (1) Raleigh, NC (1) Cherry Hill, NJ (1) Las Vegas, NV (1) Cleveland, OH (2) Columbus, OH (2) Dayton, OH (1) Dallas, TX (2) Houston, TX (2) Richmond, VA (1) BrioItalian.com

BRIO, meaning “lively or full of life,” brings the pleasure of the Tuscan country villa to the American city. The food, staying true to the Tuscan philosophy of “to eat well is to live well,” is simply prepared using the finest and freshest ingredients. Escape to BRIO and experience the flavors of Tuscany. Buon Appetito!

Bravo Brio Restaurant Group, Inc.

8,333,000 Shares

Preliminary Prospectus

Jefferies & Company

Piper Jaffray

Wells Fargo Securities

KeyBanc Capital Markets

Morgan Keegan & Company, Inc.

Part II

Information Not Required In Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than the underwriting discount, payable by the registrant in connection with the sale of the common stock being registered. All amounts shown are estimates, other than the SEC registration fee, the FINRA filing fee and the Nasdaq Global Market listing fee.

SEC registration fee	$	12,300
FINRA filing fee		17,750
Nasdaq Global Market listing fee		25,000
Accounting fees and expenses		750,000
Legal fees and expenses		1,500,000
Printing and engraving expenses		125,000
Registration and transfer agent fees		3,500
Blue sky fees and expenses		15,000
Miscellaneous		301,450
Total		2,750,000

Item 14. Indemnification of Directors and Officers.

Ohio’s Revised Code expressly authorizes and our Second Amended and Restated Regulations will provide for indemnification by us of any person who, because such person is or was a director or officer of the Company was or is a party; or is threatened to be made a party to:

•  any threatened, pending or completed civil action, suit or proceeding;

•  any threatened, pending or completed criminal action, suit or proceeding;

•  any threatened, pending or completed administrative action or proceeding;

•  any threatened, pending or completed investigative action or proceeding.

The indemnification will be for actual and reasonable expenses, including attorney’s fees, judgments, fines and amounts paid in settlement by such person in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the Ohio Revised Code.

Section 1701.13(E)(7) of the Ohio Revised Code authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such. We have obtained liability insurance covering our directors and officers for claims asserted against them or incurred by them in such capacity, including claims brought under the Securities Act.

Reference is made to the Form of Underwriting Agreement filed as Exhibit 1.1 hereto for provisions providing that the underwriters are obligated under certain circumstances, to indemnify our directors, officers and controlling persons against certain liabilities under the Securities Act of 1933.

Reference is made to Item 17 for our undertakings with respect to indemnification for liabilities arising under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

Except as set forth below, in the three years preceding the filing of this registration statement, we have not issued any securities that were not registered under the Securities Act. The following does not give effect to the reorganization transactions as defined in the prospectus that forms a part of this registration statement.

II-1

During August 2007, we sold 38.25 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate offering price of $38,250 and 675 shares of our common stock for an aggregate offering price of $6,750 to certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of the outstanding shares of our common stock, calculated in accordance with its provisions.

During November 2007, we sold 21.25 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate offering price of $21,250 and 375 shares of our common stock for an aggregate offering price of $3,750 to certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of the outstanding shares of our common stock, calculated in accordance with its provisions.

During July 2008, we sold 85 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate offering price of $85,000 and 1,500 shares of our common stock for an aggregate offering price of $15,000 to certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of the outstanding shares of our common stock, calculated in accordance with its provisions.

During April 2009, we sold 111.125 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate offering price of $111,125 and 637.5 shares of our common stock for an aggregate offering price of $3,187.50 to certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of the outstanding shares of our common stock, calculated in accordance with its provisions.

During May 2009, we sold 38 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate offering price of $38,000 and 400 shares of our common stock for an aggregate offering price of $2,000 to certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of the outstanding shares of our common stock, calculated in accordance with its provisions.

During September 2009, we sold 30 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate offering price of $30,000 to certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15.0% of the outstanding shares of our common stock, calculated in accordance with its provisions.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering. The recipients of securities in such transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients either received adequate information about us or had adequate access, through their relationship with us, to such information.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

II-2

Exhibit
Number			Document
	1	.1***	Form of Underwriting Agreement.
	3	.1*	Form of Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc.
	3	.2*	Form of Second Amended and Restated Regulations of Bravo Brio Restaurant Group, Inc.
	4	.1	Form of Common Stock Certificate.
	5	.1***	Opinion of Vorys, Sater, Seymour and Pease LLP.
	10	.1*	Note Purchase Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., as borrower, Bravo Development Holdings, LLC and the domestic subsidiaries of the borrower from time to time parties thereto, as guarantors, the Purchasers Party thereto, as purchasers, and Golub Capital Incorporated, as administrative agent.
	10	.2*	First Amendment to Note Purchase Agreement, dated as of March 17, 2008, by and among Bravo Development, Inc., Bravo Development Holdings, LLC, the Guarantors, the Purchasers and Golub Capital Incorporated, as administrative agent.
	10	.3*	New Investors Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holding LLC, and the other investors and parties named therein.
	10	.4*	Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holdings LLC, Alton F. Doody, III, John C. Doody, and the other investors and parties named therein.
	10	.5*	Registration Rights Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holdings LLC and the other investors named therein.
	10	.6*	Management Agreement, dated as of June 29, 2006, by and among Bruckmann Rosser, Sherrill & Co., Inc., Castle Harlan, Inc. and Bravo Development, Inc.
	10	.7*	Management Agreement, dated as of June 29, 2006, by and among Castle Harlan, Inc., Bruckmann Rosser, Sherrill & Co., Inc. and Bravo Development, Inc.
	10	.8*	Employment Agreement, effective January 12, 2007, by and between Bravo Development, Inc. and Saed Mohseni.
	10	.9	Form of Employment Agreement by and between Bravo Brio Restaurant Group, Inc. and James J. O’Connor.
	10	.10*	Bravo Development, Inc. 2006 Stock Option Plan.
	10	.11	Amendment No. 1 to the Bravo Development, Inc. 2006 Stock Option Plan.
	10	.12*	Form of Option Award Letter under the Bravo Development, Inc. 2006 Stock Option Plan.
	10	.13	Form of Bravo Brio Restaurant Group, Inc. Stock Incentive Plan.
	10	.14	Form of Non-Qualified Option Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan.
	10	.15	Form of Restricted Stock Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan.
	10	.16***	Form of Exchange Agreement by and among Bravo Brio Restaurant Group, Inc., Bravo Development Holdings LLC and the individual shareholders of Bravo Brio Restaurant Group, Inc. listed on the signature pages thereto.
	10	.17*	Form of Plan of Reorganization by and between Bravo Brio Restaurant Group, Inc. and Bravo Development Holdings LLC.
	10	.18*       **	Bravo! Development, Inc. Foodservice Distribution Agreement, dated as of June 18, 2006, by and between Bravo Development, Inc. and Distribution Market Advantage, Inc.
	10	.19	Commitment Letter, dated as of October 4, 2010, by and among Bravo Brio Restaurant Group, Inc., Wells Fargo Bank, National Association, Bank of America, N.A., Wells Fargo Securities, LLC and Banc of America Securities LLC.
	21	.1*	Subsidiaries of Bravo Brio Restaurant Group, Inc.
	23	.1	Consent of Deloitte & Touche LLP.
	23	.2***	Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1).

II-3

Exhibit
Number			Document
	23	.3	Consent of James S. Gulmi.
	23	.4	Consent of Fortunato N. Valenti.
	24	.1*	Powers of Attorney.
	99	.1*	Consent of Technomic, Inc.

*	Previously filed.
**	Certain information in this exhibit has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.

*** To be filed by amendment.

(b) Financial Statement Schedule

See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this registration statement.

All schedules not identified above have been omitted because they are not required, are not applicable or the information is included in the selected consolidated financial data or notes contained in this registration statement.

Item 17. Undertakings.

a. The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

b. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

c. The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Columbus, State of Ohio, on October 7, 2010.

Bravo Brio Restaurant Group, Inc.

By:  /s/  Saed Mohseni

Saed Mohseni

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 7^th day of October, 2010.

Signature	Title
/s/  Saed Mohseni Saed Mohseni	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  James J. O’Connor James J. O’Connor	Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
* Alton F. Doody, III	Director
* Harold O. Rosser II	Director
* David B. Pittaway	Director
* Michael J. Hislop	Director
* Allen J. Bernstein	Director

*By   /s/  James J. O’Connor

Name: James J. O’Connor

Title: Attorney-in-fact

II-5

Exhibit Index

Exhibit
Number			Document
	1	.1***	Form of Underwriting Agreement.
	3	.1*	Form of Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc.
	3	.2*	Form of Second Amended and Restated Regulations of Bravo Brio Restaurant Group, Inc.
	4	.1	Form of Common Stock Certificate.
	5	.1***	Opinion of Vorys, Sater, Seymour and Pease LLP.
	10	.1*	Note Purchase Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., as borrower, Bravo Development Holdings, LLC and the domestic subsidiaries of the borrower from time to time parties thereto, as guarantors, the Purchasers Party thereto, as purchasers, and Golub Capital Incorporated, as administrative agent.
	10	.2*	First Amendment to Note Purchase Agreement, dated as of March 17, 2008, by and among Bravo Development, Inc., Bravo Development Holdings, LLC, the Guarantors, the Purchasers and Golub Capital Incorporated, as administrative agent.
	10	.3*	New Investors Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holding LLC, and the other investors and parties named therein.
	10	.4*	Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holdings LLC, Alton F. Doody, III, John C. Doody, and the other investors and parties named therein.
	10	.5*	Registration Rights Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holdings LLC and the other investors named therein.
	10	.6*	Management Agreement, dated as of June 29, 2006, by and among Bruckmann Rosser, Sherrill & Co., Inc., Castle Harlan, Inc. and Bravo Development, Inc.
	10	.7*	Management Agreement, dated as of June 29, 2006, by and among Castle Harlan, Inc., Bruckmann Rosser, Sherrill & Co., Inc. and Bravo Development, Inc.
	10	.8*	Employment Agreement, effective January 12, 2007, by and between Bravo Development, Inc. and Saed Mohseni.
	10	.9	Form of Employment Agreement by and between Bravo Brio Restaurant Group, Inc. and James J. O’Connor.
	10	.10*	Bravo Development, Inc. 2006 Stock Option Plan.
	10	.11	Amendment No. 1 to the Bravo Development, Inc. 2006 Stock Option Plan.
	10	.12*	Form of Option Award Letter under the Bravo Development, Inc. 2006 Stock Option Plan.
	10	.13	Form of Bravo Brio Restaurant Group, Inc. Stock Incentive Plan.
	10	.14	Form of Non-Qualified Option Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan.
	10	.15	Form of Restricted Stock Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan.
	10	.16***	Form of Exchange Agreement by and among Bravo Brio Restaurant Group, Inc., Bravo Development Holdings LLC and the individual shareholders of Bravo Brio Restaurant Group, Inc. listed on the signature pages thereto.
	10	.17*	Form of Plan of Reorganization by and between Bravo Brio Restaurant Group, Inc. and Bravo Development Holdings LLC.
	10	.18*       **	Bravo! Development, Inc. Foodservice Distribution Agreement, dated as of June 18, 2006, by and between Bravo Development, Inc. and Distribution Market Advantage, Inc.
	10	.19	Commitment Letter, dated as of October 4, 2010, by and among Bravo Brio Restaurant Group, Inc., Wells Fargo Bank, National Association, Bank of America, N.A., Wells Fargo Securities, LLC and Banc of America Securities LLC.
	21	.1*	Subsidiaries of Bravo Brio Restaurant Group, Inc.
	23	.1	Consent of Deloitte & Touche LLP.

II-6

Exhibit
Number			Document
	23	.2***	Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1).
	23	.3	Consent of James S. Gulmi.
	23	.4	Consent of Fortunato N. Valenti.
	24	.1*	Powers of Attorney.
	99	.1*	Consent of Technomic, Inc.

*	Previously filed.
**	Certain information in this exhibit has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.

*** To be filed by amendment.

II-7

EX-4.1

Exhibit 4.1

COMMON INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 10567B 10 9 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES, NO PAR VALUE, OF BRAVO BRIO RESTAURANT GROUP, INC. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers. Dated: CHIEF EXECUTIVE OFFICER AND PRESIDENT CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS THIS CERTIFICATE IS TRANSFERABLE IN SOUTH SAINT PAUL, MN.

RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON SHARES. THIS CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS PRINCIPAL EXECUTIVE OFFICES WITHIN FIVE DAYS AFTER THIS CORPORATION’S RECEIPT OF SUCH WRITTEN REQUEST, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD’S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES OF SHARES OF CAPITAL STOCK THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common UTMA Custodian (Cust) (Minor) TEN ENT – as tenants by entireties under Uniform Transfers to Minors JT TEN – as joint tenants with right of survivorship Act and not as tenants in common (State) Additional abbreviations may also be used though not in above list. For value received hereby sell, assign, and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated X X NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of ___________ __, 2010 (the “Effective Date”), is made by and between Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Employer”) and James J. O’Connor (“Executive”).

RECITALS

     WHEREAS, Executive is currently employed by the Employer as its Chief Financial Officer and desires to continue such employment on the terms and conditions set forth in this Agreement; and

     WHEREAS, the Employer desires to continue Executive’s employment with the Employer as its Chief Financial Officer on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, hereby agree as follows.

AGREEMENTS

1. Employment. Executive’s employment hereunder shall commence on the Effective Date and shall continue until terminated in accordance with Section 1(c) hereof (the “Employment Period”).

     (a) Position and Duties.

     (i) During the Employment Period, Executive shall serve as the Chief Financial Officer of the Employer and shall have the normal duties, responsibilities and authority implied by such position and such other duties and responsibilities as are assigned by the Chief Executive Officer and/or his or her designee.

     (ii) During the Employment Period, Executive shall report to the Chief Executive Officer and/or his or her designee, and Executive shall devote Executive’s best efforts and Executive’s full business time and attention to the business and affairs of the Employer and its Affiliates. Executive shall not engage, directly or indirectly, in any other business, investment or activity that (a) interferes with the performance of Executive’s duties under this Agreement (which shall include the preceding sentence), (b) is contrary to the interests of the Employer or any of its Affiliates or (c) requires any portion of Executive’s business time; provided, however, that, to the extent that the following does not impair Executive’s ability to perform Executive’s duties pursuant to this Agreement (which shall include the preceding sentence), Executive, with the Board’s prior written approval (which approval may be withheld in the sole discretion of the

Board), may serve on the board or committee of any charitable, religious, or educational institution.

     (b) Salary, Bonus, Benefits and Expenses.

     (i) Salary. During the Employment Period, the Employer will pay Executive a base salary of $206,000 per annum (the “Base Salary”). The Board may review the Base Salary of Executive and may adjust the Base Salary by such amount as the Board, in its sole discretion, shall deem appropriate. The term “Base Salary” as used in this Agreement shall refer to the Base Salary as it may be so adjusted.

     (ii) Annual Bonus. During the Employment Period, Executive shall be eligible to earn an annual bonus (the “Annual Bonus”) based upon the achievement of corporate and/or individual performance goals established by the Board in its sole and absolute discretion. Any Annual Bonus earned by Executive shall be paid to Executive no later than March 15^th of the year following the year to which such Annual Bonus relates; provided, that no Annual Bonus will be paid to Executive unless Executive has been continuously employed by the Employer through the end of the fiscal year for which the Annual Bonus was earned.

     (iii) Benefits. During the Employment Period, Executive shall be eligible to participate in and be covered on the same basis as other senior management of the Employer under all employee benefit plans and programs of the Employer (subject to the terms and conditions of the applicable plan or program) and be entitled to receive four (4) weeks of paid vacation per calendar year (pro-rated for any partial calendar year worked).

     (iv) Expenses. Employer shall pay or reimburse Executive for reasonable and necessary expenses directly incurred by Executive in the course of Executive’s employment by Employer in accordance with Employer’s standard policies and practices as in effect from time to time. All reimbursements under this Section 1(b)(iv) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.

     (c) Separation. The Employment Period will terminate immediately upon Executive’s death. In addition, the Employer may, at any time, terminate the Employment Period with or without Cause, or due to Executive’s Disability, in each case, upon written notice to Executive of such termination, and Executive may terminate the Employment Period without Good Reason upon thirty (30) days advance written notice to the Employer. Executive may terminate the Employment Period for Good Reason; provided, that, Good Reason shall not be deemed to exist unless Executive notifies the Employer within fifteen (15) days after the occurrence of the event which Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which Executive believes constitutes the basis for Good Reason, the Employer does not cure such act or failure to act within thirty (30) days after receipt of such notice, and Executive actually has a Separation within thirty (30) days after the expiration of the Employer’s thirty (30) day cure period. Effective immediately upon any

2

Separation, Executive shall resign, and shall be deemed to have resigned, from all other officer, employee and director positions held by Executive with the Employer or any of its Affiliates.

     (d) Severance.

     (i) Termination Without Cause or For Good Reason. If Executive’s employment with the Employer and its Affiliates is terminated during the Employment Period by the Employer without Cause or by Executive for Good Reason, the Employer shall provide Executive with the following payments and benefits:

(1)	contingent upon the effectiveness of a general release of claims in form and substance satisfactory to the Employer which is executed within forty-five (45) days of the date of such Separation, Base Salary continuation during the period commencing on the sixtieth (60th) date following such Separation and ending on the date that is two (2) years thereafter;
(2)	any accrued but unpaid Base Salary; and
(3)	any accrued and vested benefits under any employee benefit plan of the Employer or its Affiliates in which Executive was participating immediately prior to Separation, such benefits to be provided in accordance with the terms of the applicable employee benefit plan; provided that in no event shall Executive be entitled to receive any payment for accrued but unused vacation time.

Notwithstanding the foregoing, if Executive breaches any of the provisions of Section 2, Section 3 or Section 4 hereof, any and all remaining Base Salary continuation payments payable pursuant to Section 1(d)(i)(1) shall be immediately forfeited.

Notwithstanding anything herein to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and a payment or benefit provided for in this Section 1(d) would be subject to additional tax under Code Section 409A if the payment or benefit is paid within six months of Executive’s Separation, then such payment or benefit required under this Agreement shall not be paid (or commence) until the first day which is six (6) months after Executive’s Separation. In such case, any payments that would otherwise have been made during such period shall be made to Executive in a lump sum (without interest) as soon as administratively feasible subsequent to the date that is six (6) months after Executive’s Separation.

     (ii) Other Terminations. If Executive’s employment with the Employer and its Affiliates is terminated during the Employment Period due to Executive’s death or Disability, by the Employer for Cause or by Executive without Good Reason, the sole obligation of the Employer and its Affiliates to Executive shall be to pay to Executive (or his estate or beneficiaries, as the case may be) (x) any accrued but unpaid Base Salary and (y) any accrued and vested benefits under any employee benefit plan of the Employer

3

or its Affiliates in which Executive was participating immediately prior to Separation, such benefits to be provided in accordance with the terms of the applicable employee benefit plan.

2. Confidential Information.

     (a) Obligation to Maintain Confidentiality. Executive shall not, during or after the Employment Period, without the prior express written consent of the Board, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then prior to such disclosure, Executive will provide the Board with prompt written notice so that the Board may seek (with Executive’s cooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Board in the Board’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the date of Separation for any reason, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time.

     (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Employer’s or any Affiliate of the Employer’s actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Employer (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Employer or any Affiliate of the Employer designated by the Employer, and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Employer or such Affiliate of the Employer. Any copyrightable work prepared in whole or in part by Executive in the course of Executive’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Employer or such Affiliate of the Employer shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Employer or such Affiliate of the Employer all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and

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perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the ownership of the Employer or such Affiliate of the Employer (including, without limitation, assignments, consents, powers of attorney and other instruments).

     (c) Third Party Information. Executive understands that the Employer and its Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Employer’s and its Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Employer or its Affiliates who need to know such information in connection with their work for the Employer or any of its Affiliates) or use, except in connection with his work for the Employer or any of its Affiliates, Third Party Information unless expressly authorized by the Board in writing.

3. Non-Disparagement. Except as required by applicable law, rule or regulation or any recognized subpoena power, Executive agrees that, during and after the Employment Period, he shall not at any time make any statement or representation, written or oral, which Executive knows or should know will, or which he knows or should know is reasonably likely to, impair or adversely affect in any way the reputation, goodwill, business, customer or supplier relationships, or public relations of the Employer and/or any of its Affiliates, and/or any of their respective partners, directors, employees or officers. In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to make any such statements or representations, then prior thereto, Executive will provide the Board with prompt written notice so that the Board may seek (with Executive’s cooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will only make such statements or representations which he is advised by counsel are legally required, and will cooperate with the Board in the Board’s efforts to obtain reliable assurance that confidential treatment will be accorded to any such statements or representations.

4. Non-Competition and Non-Solicitation. Executive acknowledges that in the course of Executive’s employment with the Employer, Executive has or will become familiar with the Employer’s and its Affiliates’ trade secrets and with other Confidential Information concerning the Employer and/or its Affiliates and that Executive’s services have been and will be of special, unique and extraordinary value to the Employer and its Affiliates. In consideration of the foregoing and for other good and valuable consideration and as a material inducement to the Employer to enter into this Agreement, Executive agrees that:

     (a) Non-Competition. Executive shall not, while Executive is employed by the Employer and for two (2) years after the date of any Separation (the “Restricted Period”), directly or indirectly, engage, without the prior express written consent of the Board, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, director, stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, service or Person, if such business,

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activity, service or Person competes with the Business or could reasonably be assumed to subsequently provide products or services which would compete with the Business. In addition, Executive shall not, during the Restricted Period, assist, help or otherwise support, without the prior express written consent of the Employer, any Person, business or other activity, whether as an employee, consultant, partner, principal, agent, representative, director, stockholder or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if such business or activity competes (or is reasonably likely to compete (as determined by the Board in its sole discretion)) with the Business. Notwithstanding the foregoing, Executive shall not be prohibited during the Restricted Period from being a passive investor where Executive owns not more than five percent (5%) of the outstanding capital stock of any publicly-held company.

     (b) Non-Solicitation. Executive shall not during the Restricted Period, (a) take any action to solicit or divert any business or clients or customers away from the Employer or any of its Affiliates, (b) induce customers, clients, business partners, suppliers, agents, lessors, licensors, licensees, or other Persons under contract or otherwise associated or doing business with the Employer or any of its Affiliates to terminate, reduce or alter any such association or business with or from the Employer or such Affiliate or (c) contact, solicit, approach or hire any person employed by the Employer or any of its Affiliates or who was an employee of the Employer or any of its Affiliates during the one (1) year period prior to such contact, solicitation, approach or hiring.

     (c) Injunctive Relief. The provisions of Section 2, Section 3 and Section 4 hereof are material inducements to the Employer entering into and performing this Agreement. Executive acknowledges and agrees that the Employer will have no adequate remedy at law, and would be irreparably harmed, if Executive breaches or threatens to breach any of the provisions of Section 2, Section 3 or Section 4 of this Agreement. Executive agrees that the Employer shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of Section 2, Section 3 and/or Section 4 of this Agreement, and to specific performance of each of the terms of such Sections in addition to any other legal or equitable remedies that the Employer may have. Executive further agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of Section 2, Section 3 and/or Section 4 of this Agreement, raise the defense that the Employer has an adequate remedy at law.

     (d) Special Severability. The terms and provisions of Section 2, Section 3 and Section 4 of this Agreement are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on Executive’s future employment imposed by such Sections be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of Section 2, Section 3 and/or Section 4 of this Agreement unreasonable in duration or geographic scope or otherwise, Executive and the Employer agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

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     (e) Extension of Restricted Period. If Executive breaches any of the covenants contained in Section 4(a) or Section 4(b), then the Restricted Period shall be extended for a period of time equal to the period of time during which Executive is in breach of such restrictive covenant.

     (f) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 4 are in consideration of employment with the Employer and additional good and valuable consideration. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2, Section 3 and Section 4 hereof do not preclude Executive from earning a living, nor do they unreasonably impose limitations on Executive’s ability to earn a living.

5. Definitions.

     “Affiliate” means, with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person.

     “Board” means the Employer’s board of directors.

     “Business” means operating casual Italian restaurants within North America.

     “Cause” means (i) Executive’s fraud or material dishonesty in connection with the performance of his duties for the Employer, (ii) the failure by Executive (other than by reason of Disability) to substantially perform the duties of his position, as directed by the Chief Executive Officer and/or his or her designee, which failure is not cured, if reasonably susceptible of cure, within 10 business days after delivery of written notice thereof to Executive, or (iii) Executive’s conviction of a felony, or plea of guilty or nolo contendere to, a charge of commission of a felony, or (iv) commission of any act, or violation of any law, that in the good faith judgment of the Board could reasonably be expected to bring material disrepute to the Employer or adversely affect Executive’s ability to perform his duties for the Employer.

     “Confidential Information” means all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement).

     “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties, with or without reasonable accommodation, for a period of 180 consecutive calendar days, as determined by the Board in good faith.

     “Good Reason” means, without the consent of Executive, (i) a material diminution in Executive’s Base Salary, (ii) a material diminution in Executive’s authority, duties, or

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responsibilities, (iii) a material change in the geographic location at which Executive must perform the services, or (iv) any other action or inaction that constitutes a material breach by the Employer of this Agreement.

     “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

     “Separation” means the cessation of employment of Executive with the Employer or any successor thereto for any reason.

6. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated and shall be effective upon receipt:

To the Employer:	Bravo Brio Restaurant Gropu, Inc.
	777 Goodale Boulevard, Suite 100
	Columbus, OH 43212
	Attention: Chief Executive Officer
With a copy to Employer’s
counsel at:	Carmen J. Romano, Esq. Dechert LLP
	Cira Center
	2929 Arch Street
	Philadelphia, PA 19104
To Executive:	at the address listed in the Employer’s personnel records

7. General Provisions.

     (a) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will (except as otherwise expressly provided herein) be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     (b) Entire Agreement. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with

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respect thereto, including without limitation any term sheets addressing potential provisions of this Agreement.

     (c) No Strict Construction; Headings. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

     (d) Counterparts. This Agreement may be executed and delivered in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This Agreement shall become effective only when counterparts have been executed and delivered by all parties whose names are set forth on the signature page(s) hereof.

     (e) Successors and Assigns. This Agreement may be assigned by the Employer to one of its Affiliates or to any successor to the Employer, but shall not be assignable by Executive. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Employer and their respective successors and assigns.

     (f) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, applied without reference to principles of conflict of laws.

     (g) Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this Section 7(g)), or its subject matter shall be settled by binding arbitration before a single arbitrator in Columbus, OH, pursuant to the Employment Dispute Resolution Rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Except as may otherwise be determined by the arbitrator or required by law, all costs of arbitration shall be equally split by the parties (except that the parties will share equally in any filing fees associated with the arbitration). Notwithstanding anything to the contrary, the Employer may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

     (h) Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Employer and its Affiliates in any disputes with third parties, internal investigations or administrative, regulatory or judicial proceedings as reasonably requested by the Employer (including, without limitation, Executive being available to the Employer upon reasonable notice and at a reasonable location for interviews and factual investigations, appearing at the Employer’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Employer all pertinent information and turning over to the Employer all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Employer requires Executive’s cooperation in accordance

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with this Section after Executive’s Separation, the Employer shall reimburse Executive for reasonable travel expenses (including lodging and meals, upon submission of receipts).

     (i) Representations. Executive represents and warrants to the Employer that (i) his execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which Executive is a party or by which he is otherwise bound, and (ii) he is not currently subject to any covenants against competition or similar covenants or any court order that could preclude or otherwise affect the performance of his duties and obligations hereunder.

     (j) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Employer and Executive.

     (k) Withholding. All payments and benefits due to Executive under this Agreement or otherwise shall be subject to withholding on account of federal, state and local taxes, as determined by the Employer. Executive will be solely responsible for such federal, state and local taxes resulting from any taxable income paid to him hereunder or otherwise by the Employer and/or any Affiliate, including without limitation any taxes imposed under Section 409A of the Code or Section 4999 of the Code.

     (l) Survival. This Agreement (except for the provisions of Sections 1(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

BRAVO BRIO RESTAURANT GROUP, INC.
By:
	Name:
	Title:
EXECUTIVE: James J. O’Connor

EX-10.11

Exhibit 10.11

AMENDMENT No. 1 TO THE
BRAVO DEVELOPMENT, INC. 2006 STOCK OPTION PLAN

     Pursuant to the authority reserved to it under Section 9.1 of the Bravo Development, Inc. Option Plan (the “Plan”), the Board of Directors of Bravo Brio Restaurant Group, Inc. (f/k/a Bravo Development, Inc.) hereby amends the Plan, as follows:

1. Section 1.1 of the Plan is hereby amended by adding the following to the end thereof:

     “The Plan is terminated as of the date on which the Company’s Common Stock becomes Publicly Traded and no further Awards may be issued hereunder on or after such date.”

2. Section 3.1 of the Plan is hereby amended by adding the following to the end thereof:

     “The Plan is terminated as of the date on which the Company’s Common Stock becomes Publicly Traded and no further Awards may be issued hereunder on or after such date.”

3. Section 9.2 of the Plan is hereby deleted in its entirety.

4. In all other respects, the Plan is affirmed.

EX-10.13

Exhibit 10.13

BRAVO BRIO RESTAURANT GROUP, INC.
STOCK INCENTIVE PLAN

Adopted by the Board of Directors                     , 2010

Approved by the Shareholders                     , 2010

BRAVO BRIO RESTAURANT GROUP, INC.
STOCK INCENTIVE PLAN

     Section 1. Purpose of the Plan. The purpose of the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (the “Plan”) is to assist the Company and its Subsidiaries in attracting and retaining valued Employees, Consultants and Non-Employee Directors by offering them a greater stake in the Company’s success and a closer identity with it, and to encourage ownership of the Company’s stock by such Employees, Consultants and Non-Employee Directors.

     Section 2. Definitions. As used herein, the following definitions shall apply:

          2.1. “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

          2.2. “Award” means the grant of Restricted Stock, Options, SARs, Restricted Stock Units or other stock-based awards under the Plan.

          2.3. “Award Agreement” means the written agreement, instrument or document evidencing an Award.

          2.4. “Board” means the Board of Directors of the Company.

          2.5. “Cause” means,

               (a) if the applicable Participant is party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary, and such term is defined therein, “Cause” shall have the meaning provided in such agreement;

               (b) if the applicable Participant is not a party to an effective employment, consulting, severance or similar agreement or if no definition of “Cause” is set forth in the applicable employment, consulting, severance or similar agreement, “Cause” shall have the meaning provided in the applicable Award Agreement; or

               (c) if neither (a) nor (b) applies, then “Cause” shall mean, as determined by the Committee in its sole discretion, (i) the Participant’s willful misconduct or gross negligence in connection with the performance of the Participant’s duties for the Company or its Subsidiaries; (ii) the Participant’s conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving fraud or moral turpitude; (iii) the Participant’s engaging in any business that directly or indirectly competes with the Company or its Subsidiaries; or (iv) disclosure of trade secrets, customer lists or confidential information of the Company or its Subsidiaries to a competitor or an unauthorized Person.

          2.6. “Change in Control” means, unless otherwise provided in an Award Agreement:

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               (a) the acquisition in one or more transactions by any “person” (as such term is used for purposes of Section 13(d) or Section 14(d) of the Exchange Act) but excluding, for this purpose, (i) the Company or its Subsidiaries, (ii) any employee benefit plan of the Company or its Subsidiaries, (iii) any Person who, as of the Effective Date, owns, directly or indirectly, 15% or more of the voting power or value of any class of capital stock of the Company (a “Substantial Shareholder”) and (iv) any Affiliate of a Substantial Shareholder, of “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”);

               (b) the consummation of a merger or consolidation involving the Company if the shareholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation;

               (c) a change in the composition of the Board such that the individuals who as of any date constitute the Board (the “Incumbent Board”) cease to constitute a majority of the Board at any time during the 12-month period immediately following such date; provided, however, that if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, and provided further that any reductions in the size of the Board that are instituted voluntarily by the Incumbent Board shall not constitute a Change in Control, and after any such reduction the “Incumbent Board” shall mean the Board as so reduced; or

               (d) the acquisition by any “person” (as such term is used for purposes of Section 13(d) or Section 14(d) of the Exchange Act), other than a Substantial Shareholder or an Affiliate of a Substantial Shareholder, in a single transaction or in a series of related transactions occurring during any period of 12 consecutive months, of assets from the Company that have a total gross fair market value equal to or more than 51% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

          2.7. “Code” means the Internal Revenue Code of 1986, as amended.

          2.8. “Common Stock” means the common shares of the Company, no par value per share.

          2.9. “Company” means Bravo Brio Restaurant Group, Inc., an Ohio corporation, or any successor corporation.

          2.10. “Committee” means the Compensation Committee of the Board, provided that the Committee shall at all times have at least two members, each of whom shall (i) be a “non-employee director” as defined in Rule 16b-3 under the Exchange Act, (ii) be an “outside director” as defined in Section 162(m) of the Code and the regulations issued thereunder and (iii) satisfy such other independence requirements for members of a compensation committee as may

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be applicable under the rules of the securities exchange or association on which the Common Stock is then traded or listed.

          2.11. “Consultant” means an individual who provides bona fide services to the Company or a Subsidiary other than in connection with the offer or sale of securities in a capital-raising transaction and is not engaged in activities that directly or indirectly promote or maintain a market for the Company’s securities.

          2.12. “Disability” means, unless otherwise provided in an Award Agreement, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

          2.13. “Effective Date” means the date that the Plan is approved by the shareholders of the Company.

          2.14. “Employee” means an individual who is an officer or common law employee of the Company or a Subsidiary, including a director who is such an employee and whose earnings are reported on a Form W-2.

          2.15. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          2.16. “Fair Market Value” means, on any given date (i) if the shares of Common Stock are then listed on a national securities exchange, including the Nasdaq Global Market (“NASDAQ”), the closing sales price per share of Common Stock on the exchange for such date, or if no sale was made on such date on the exchange, on the last preceding day on which a sale occurred; (ii) if shares of Common Stock are not then listed on a national securities exchange but are then quoted on another stock quotation system, the closing price for the shares of Common Stock as quoted on such quotation system on such date, or if no sale was made on such date on such quotation system, on the last preceding day on which a sale was made; or (iii) if (i) and (ii) do not apply, such value as the Committee in its discretion may in good faith determine in accordance with Section 409A of the Code and the regulations thereunder (and, with respect to Incentive Stock Options, in accordance with Section 422 of the Code and the regulations thereunder).

          2.17. “Incentive Stock Option” means an Option or portion thereof intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option.

          2.18. “Non-Employee Director” means a member of the Board who is not an Employee.

          2.19. “Non-Qualified Option” means an Option or portion thereof that does not qualify as or is not intended to be an Incentive Stock Option.

          2.20. “Option” means a right granted under Section 6.1 of the Plan to purchase a specified number of shares of Common Stock at a specified price. An Option may be an Incentive Stock Option or a Non-Qualified Option.

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          2.21. “Participant” means any Employee, Non-Employee Director or Consultant who receives an Award.

          2.22. “Performance Goals” means any goals established by the Committee in its sole discretion, the attainment of which is substantially uncertain at the time such goals are established. Performance Goals may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or a Subsidiary, division, department or function within the Company or Subsidiary in which the Participant is employed. Performance Goals may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Performance Goals may be based upon: specified levels of or increases in the Company’s, a division’s or a Subsidiary’s return on capital, equity or assets; earnings measures/ratios (on a gross, net, pre-tax or post-tax basis), including diluted earnings per share, total earnings, operating earnings, earnings growth, earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA); net economic profit (which is operating earnings minus a charge to capital); net income; operating income; sales; sales growth; gross margin; direct margin; share price (including but not limited to growth measures and total shareholder return), operating profit; per period or cumulative cash flow (including but not limited to operating cash flow and free cash flow) or cash flow return on investment (which equals net cash flow divided by total capital); inventory turns; financial return ratios; market share; balance sheet measurements such as receivable turnover; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; debt reduction; strategic innovation, including but not limited to entering into, substantially completing, or receiving payments under, relating to, or deriving from a joint development agreement, licensing agreement, or similar agreement; customer or employee satisfaction; individual objectives; any financial or other measurement deemed appropriate by the Committee as it relates to the results of operations or other measurable progress of the Company and its Subsidiaries (or any business unit of the Company or any of its Subsidiaries); and any combination of any of the foregoing criteria. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Goals unsuitable, the Committee may modify such Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.

          2.23. “Performance Period” means the period selected by the Committee during which the performance of the Company, any Subsidiary, any department of the Company or any Subsidiary, or any individual is measured for the purpose of determining the extent to which a Performance Goal has been achieved.

          2.24. “Person” means an individual, corporation, partnership, association, limited liability company, estate or other entity.

          2.25. “Restricted Stock” means Common Stock awarded by the Committee under Section 6.3 of the Plan.

          2.26. “Restricted Stock Unit” means the right granted under Section 6.4 of the Plan to receive, on the date of settlement, an amount equal to the Fair Market Value of one share

5

of Common Stock. Restricted Stock Units may be settled in cash, shares of Common Stock or any combination of cash and shares of Common Stock; provided, however, that unless otherwise provided in an Award Agreement, Restricted Stock Units shall be settled in shares of Common Stock.

          2.27. “Restriction Period” means the period during which Restricted Stock and Restricted Stock Units are subject to forfeiture.

          2.28. “SAR” means a stock appreciation right awarded by the Committee under Section 6.2 of the Plan. SARs may be settled in cash, shares of Common Stock or any combination of cash and shares of Common Stock; provided, however, that unless otherwise provided in an Award Agreement, SARs shall be settled in shares of Common Stock.

          2.29. “Securities Act” means the Securities Act of 1933, as amended.

          2.30. “Subsidiary” means any corporation, partnership, joint venture or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

          2.31. “Ten Percent Shareholder” means an individual who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary.

     Section 3. Eligibility. Any Employee, Non-Employee Director or Consultant who is selected by the Committee shall be eligible to receive an Award under the Plan; provided, however, that only individuals who are Employees may be granted Options which are intended to qualify as Incentive Stock Options.

     Section 4. Administration and Implementation of the Plan.

          4.1. The Plan shall be administered by the Committee; provided, however, that with respect to Non-Employee Directors (i) the Plan shall be administered by the full Board and (ii) all references in the Plan to the Committee shall be deemed to refer to the Board. Any action of the Committee in administering the Plan shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, Participants, Persons claiming rights from or through Participants and shareholders of the Company.

          4.2. Notwithstanding Section 4.1, the Committee may delegate to one or more officers or Board members the authority to grant Awards to eligible individuals who are not subject to the requirements of Rule 16b-3 of the Exchange Act or “covered employees” within the meaning of Section 162(m) of the Code and the regulations thereunder.

          4.3. Subject to the provisions of the Plan, the Committee shall have full and final authority in its discretion to (i) select the Employees, Non-Employee Directors and Consultants who will receive Awards pursuant to the Plan; (ii) determine the type or types of Awards to be granted to each Participant; (iii) determine the number of shares of Common Stock to which an Award will relate, the terms and conditions of any Award granted under the Plan

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(including, but not limited to, restrictions as to vesting, transferability or forfeiture, exercisability or settlement of an Award and waivers or accelerations thereof, and waivers of or modifications to Performance Goals relating to an Award, based in each case on such considerations as the Committee shall determine) and all other matters to be determined in connection with an Award; (iv) determine the exercise price, base price or purchase price (if any) of an Award; (v) determine whether, to what extent, and under what circumstances an Award may be cancelled, forfeited, or surrendered; (vi) determine whether, and to certify that, Performance Goals to which an Award is subject are satisfied; (vii) correct any defect or supply any omission or reconcile any inconsistency in the Plan, and adopt, amend and rescind such rules, regulations, guidelines, forms of agreements and instruments relating to the Plan as it may deem necessary or advisable; (viii) construe and interpret the Plan; and (ix) make all other determinations as it may deem necessary or advisable for the administration of the Plan; provided, however, that the Committee shall be prohibited from effecting a repricing of any outstanding Award without shareholder approval.

     Section 5. Shares of Common Stock Subject to the Plan.

          5.1. Subject to adjustment as provided in Section 8 hereof, the total number of shares of Common Stock available for Awards under the Plan shall be [_________] (the “Plan Limit”), [_____] of which may be issued pursuant to the exercise of Incentive Stock Options. Notwithstanding the foregoing, Awards covering no more than [_________] shares of Common Stock may be awarded to any Participant in any one calendar year. For purposes of determining the number of shares available for Awards under the Plan, each stock-settled SAR shall count against the Plan Limit based on the number of shares underlying the exercised portion of such SAR rather than the number of shares issued in settlement of such SAR. Any shares tendered by a Participant in payment of an exercise price for an Award or the tax liability with respect to an Award, including shares withheld from any such Award, shall not be available for future Awards hereunder. Common Stock awarded under the Plan may be reserved or made available from the Company’s authorized and unissued Common Stock or from Common Stock reacquired (through open market transactions or otherwise) and held in the Company’s treasury. Any shares of Common Stock issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares of Common Stock available for Awards under the Plan.

          5.2. If any shares subject to an Award under the Plan are forfeited or such Award otherwise terminates or is settled for any reason whatsoever without an actual distribution of shares to the Participant, any shares counted against the number of shares available for issuance pursuant to the Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, or termination, again be available for Awards under the Plan; provided, however, that the Committee may adopt procedures for the counting of shares relating to any Award to ensure appropriate counting, avoid double counting, provide for adjustments in any case in which the number of shares actually distributed differs from the number of shares previously counted in connection with such Award, and if necessary, to comply with applicable law or regulations.

     Section 6. Awards. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the settlement or

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exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including without limitation terms requiring forfeiture of Awards in the event of the termination of a Participant’s employment or other relationship with the Company or any Subsidiary; provided, however, that the Committee shall retain full power to accelerate or waive any such additional term or condition as it may have previously imposed (provided that, in any case, any such action is permitted under Code Section 409A and, with respect to an Award intended to satisfy the “qualified performance-based compensation” exception under Code Section 162(m), does not cause such Award to fail to satisfy such exception). The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such Performance Goals as may be determined by the Committee. Each Award, and the terms and conditions applicable thereto, shall be evidenced by an Award Agreement.

          6.1. Options. Options give a Participant the right to purchase a specified number of shares of Common Stock from the Company for a specified time period at a fixed exercise price, as provided in the applicable Award Agreement. Options may be either Incentive Stock Options or Non-Qualified Stock Options; provided that Incentive Stock Options may only be granted to Employees. The grant of Options shall be subject to the following terms and conditions:

               (a) Exercise Price. The price per share at which Common Stock may be purchased upon exercise of an Option shall be determined by the Committee and specified in the Award Agreement, but shall be not less than the Fair Market Value of a share of Common Stock on the date of grant (or 110% of the Fair Market Value of a share of Common Stock on the date of grant in the case of an Incentive Stock Option granted to a Ten Percent Shareholder).

               (b) Term of Options. The term of an Option shall be specified in the Award Agreement, but shall in no event be greater than ten years (or five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder).

               (c) Exercise of Option. Each Award Agreement with respect to an Option shall specify the time or times at which an Option may be exercised in whole or in part and the terms and conditions applicable thereto, including (i) a vesting schedule which may be based upon the passage of time, attainment of Performance Goals or a combination thereof, (ii) whether the exercise price for an Option shall be paid in cash, with shares of Common Stock or with any combination of cash and shares of Common Stock, (iii) the methods of payment, which may include payment through cashless and net exercise arrangements, to the extent permitted by applicable law and (iv) the methods by which, or the time or times at which, Common Stock will be delivered or deemed to be delivered to Participants upon the exercise of such Option. Payment of the exercise price shall in all events be made within three days after the date of exercise of an Option. Participants who are subject to the reporting requirements of Section 16 of the Exchange Act may elect to pay all or a portion of the exercise price of an Option by directing the Company to withhold shares of Common Stock that would otherwise be received upon exercise of such Option.

               (d) Termination of Employment or Other Service. Unless otherwise provided in an Award Agreement or as may be determined by the Committee, upon a

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Participant’s termination of employment or other service with the Company and its Subsidiaries, the unvested portion of such Participant’s Options shall cease to vest and shall be forfeited with no further compensation due the Participant and the vested portion of such Participant’s Options shall remain exercisable by the Participant or the Participant’s beneficiary or legal representative, as the case may be, for a period of (i) 30 days in the event of a termination by the Company or a Subsidiary without Cause, (ii) 180 days in the event of a termination due to death or Disability and (iii) 30 days in the event of the Participant’s voluntary termination; provided, however, that in no event shall any Option be exercisable after its stated term has expired. All of a Participant’s Options, whether or not vested, shall be forfeited immediately upon such Participant’s termination by the Company or a Subsidiary for Cause with no further compensation due the Participant.

               (e) Incentive Stock Options. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” (as defined in Section 421(b) of the Code) of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of any period during which a disqualifying disposition could occur, subject to complying with any instructions from such Participant as to the sale of such shares. The aggregate Fair Market Value, determined as of the date of grant, for Awards granted under the Plan (or any other stock option plan required to be taken into account under Section 422(d) of the Code) that are intended to be Incentive Stock Options which are first exercisable by the Participant during any calendar year shall not exceed $100,000. To the extent an Award purporting to be an Incentive Stock Option exceeds the limitation in the previous sentence, the portion of the Award in excess of such limit shall be a Non-Qualified Option.

          6.2. Stock Appreciation Rights. An SAR shall confer on the Participant a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Common Stock on the date of exercise over (ii) the grant price of the SAR as determined by the Committee, but which may never be less than the Fair Market Value of one share of Common Stock on the date of grant. The grant of SARs shall be subject to the following terms and conditions:

               (a) General. Each Award Agreement with respect to an SAR shall specify the number of SARs granted, the grant price of the SAR, the time or times at which an SAR may be exercised in whole or in part (including vesting upon the passage of time, the attainment of Performance Goals, or a combination thereof), the method of exercise, method of settlement (in cash, Common Stock or a combination thereof), method by which Common Stock will be delivered or deemed to be delivered to Participants (if applicable) and any other terms and conditions of any SAR.

               (b) Termination of Employment or Other Service. Unless otherwise provided in an Award Agreement or as may be determined by the Committee, upon a Participant’s termination of employment or other service with the Company and its Subsidiaries, the unvested portion of such Participant’s SARs shall cease to vest and shall be forfeited with no

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further compensation due the Participant and the vested portion of such Participant’s SARs shall remain exercisable by the Participant or the Participant’s beneficiary or legal representative, as the case may be, for a period of (i) 30 days in the event of a termination by the Company or a Subsidiary without Cause, (ii) 180 days in the event of a termination due to death or Disability and (iii) 30 days in the event of the Participant’s voluntary termination; provided, however, that in no event shall any SAR be exercisable after its stated term has expired. All of a Participant’s SARs, whether or not vested, shall be forfeited immediately upon such Participant’s termination by the Company or a Subsidiary for Cause with no further compensation due the Participant.

               (c) Term. The term of an SAR shall be specified in the Award Agreement, but shall in no event be greater than ten years.

          6.3. Restricted Stock. An Award of Restricted Stock is a grant by the Company of a specified number of shares of Common Stock to the Participant, which shares are subject to forfeiture upon the happening of specified events during the Restriction Period. An Award of Restricted Stock shall be subject to the following terms and conditions:

               (a) General. Each Award Agreement with respect to Restricted Stock shall specify the duration of the Restriction Period, if any, and/or each installment thereof, the conditions under which the Restricted Stock may be forfeited to the Company, and the amount, if any, the Participant must pay to receive the Restricted Stock. Such restrictions may include a vesting schedule based upon the passage of time, the attainment of Performance Goals or a combination thereof.

               (b) Transferability. During the Restriction Period, if any, the transferability of Restricted Stock shall be prohibited or restricted in the manner and to the extent prescribed in the applicable Award Agreement. Such restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee.

               (c) Shareholder Rights. Unless otherwise provided in the applicable Award Agreement, during the Restriction Period the Participant shall have all the rights of a shareholder with respect to Restricted Stock, including, without limitation, the right to receive dividends thereon (whether in cash or shares of Common Stock) and to vote such shares of Restricted Stock. Dividends shall be subject to the same restrictions as the underlying Restricted Stock unless otherwise provided by the Committee (and the Committee may, in its sole discretion, withhold any cash dividends paid on Restricted Stock until the restrictions applicable to such Restricted Stock have lapsed).

               (d) Termination of Employment or Other Service. Unless otherwise provided in an Award Agreement or as may be determined by the Committee, upon a Participant’s termination of employment or other service with the Company and its Subsidiaries for any reason, the unvested portion of each Award of Restricted Stock held by such Participant shall be forfeited with no further compensation due the Participant.

          6.4. Restricted Stock Units. Restricted Stock Units are solely a device for the measurement and determination of the amounts to be paid to a Participant under the Plan.

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Restricted Stock Units do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind. The right of any Participant in respect of an Award of Restricted Stock Units shall be no greater than the right of any unsecured general creditor of the Company. The grant of Restricted Stock Units shall be subject to the following terms and conditions:

               (a) Restriction Period. Each Award Agreement with respect to Restricted Stock Units shall specify the duration of the Restriction Period, if any, and/or each installment thereof and the conditions under which such Award may be forfeited to the Company. Such restrictions may include a vesting schedule based upon the passage of time, the attainment of Performance Goals or a combination thereof.

               (b) Termination of Employment or Other Service. Unless otherwise provided in an Award Agreement or as may be determined by the Committee, upon a Participant’s termination of employment or other service with the Company and its Subsidiaries for any reason, the unvested portion of each Award of Restricted Stock Units credited to such Participant shall be forfeited with no compensation due the Participant.

               (c) Settlement. Unless otherwise provided in an Award Agreement, subject to the Participant’s continued employment or other service with the Company or a Subsidiary from the date of grant through the expiration of the Restriction Period (or applicable portion thereof), the vested portion of an Award of Restricted Stock Units shall be settled within 30 days after the expiration of the Restriction Period (or applicable portion thereof).

               (d) Shareholder Rights. Nothing contained in the Plan shall be construed to give any Participant rights as a shareholder with respect to an Award of Restricted Stock Units (including, without limitation, any voting, dividend or derivative or other similar rights). Notwithstanding the foregoing, the Committee may provide in an Award Agreement that amounts equal to any dividends declared during the Restriction Period on the shares of Common Stock represented by an Award of Restricted Stock Units will be credited to the Participant’s account and deemed to be reinvested in additional Restricted Stock Units, such additional Restricted Stock Units to be subject to the same forfeiture restrictions as the Restricted Stock Units to which they relate.

          6.5. Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants any type of Award (in addition to those Awards provided in Sections 6.1, 6.2, 6.3 or 6.4 hereof) that is payable in, or valued in whole or in part by reference to, shares of Common Stock, and that is deemed by the Committee to be consistent with the purposes of the Plan.

     Section 7. Change in Control. Notwithstanding any provision in the Plan to the contrary, upon the occurrence of a Change in Control, the Board, in its sole discretion, may take one or more of the following actions with respect to any Awards that are outstanding immediately prior to such Change in Control: (a) accelerate the vesting and, if applicable, exercisability of all outstanding Awards such that all outstanding Awards are fully vested and, if applicable, exercisable (effective immediately prior to such Change in Control); (b) cancel outstanding Options or SARs in exchange for a cash payment in an amount equal to the excess, if

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any, of the Fair Market Value of the Common Stock underlying the unexercised portion of the Option or SAR as of the date of the Change in Control over the exercise price or grant price, as the case may be, of such portion, provided that any Option or SAR with an exercise price or grant price, as the case may be, that equals or exceeds the Fair Market Value of the Common Stock on the date of such Change in Control shall be cancelled with no payment due the Participant; (c) terminate Options or SARs, effective immediately prior to the Change in Control, provided that the Company provides the Participant an opportunity to exercise such Award within a specified period following the Participant’s receipt of a written notice of such Change in Control and the Company’s intention to terminate such Awards, effective immediately prior to such Change in Control; (d) require the successor corporation (or its parent), following a Change in Control, to assume outstanding Awards and/or to substitute such Awards with awards involving the common stock of such successor corporation (or its parent) on terms and conditions necessary to preserve the rights of Participants with respect to such Awards; or (e) take such other actions as the Board deems appropriate to preserve the rights of Participants with respect to their Awards. The judgment of the Board with respect to any matter referred to in this Section shall be conclusive and binding upon each Participant without the need for any amendment to the Plan.

     Section 8. Adjustments upon Changes in Capitalization.

          8.1. In the event that the Committee shall determine that any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall proportionately and equitably adjust any or all of (i) the number and kind of shares of Common Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Common Stock issuable in respect of outstanding Awards, (iii) the aggregate number and kind of shares of Common Stock available under the Plan, (iv) the limits described in Section 5 of the Plan and (v) the exercise price or grant price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award; provided, however, in each case, that each adjustment shall be made in a manner that does not violate Code Section 409A and the regulations thereunder to the extent applicable.

          8.2. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards, including any Performance Goals, in recognition of unusual or nonrecurring events (including, without limitation, events described in Section 8.1) affecting the Company or any Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles. Notwithstanding the foregoing, all adjustments shall be made in a manner that does not violate Code Section 409A and the regulations thereunder to the extent applicable.

     Section 9. Termination and Amendment.

          9.1. Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of the Company’s shareholders or

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Participants, except that any such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Company’s shareholders if (i) such action would increase the number of shares subject to the Plan, (ii) such action would decrease the price at which Awards may be granted, or (iii) such shareholder approval is required by any applicable federal, state or foreign law or regulation or the rules of any stock exchange or automated quotation system on which the Common Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit such other changes to the Plan to the Company’s shareholders for approval; provided, however, that without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any outstanding Award unless such modification is necessary to ensure a deduction under Section 162(m) of the Code or to avoid the additional tax described in Section 409A of the Code.

          9.2. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination of any Award may materially and adversely affect the rights of such Participant under such Award.

          9.3. Notwithstanding anything in this Section to the contrary, any Performance Goal applicable to an Award shall not be deemed a fixed contractual term, but shall remain subject to adjustment by the Committee, in its discretion at any time in view of the Committee’s assessment of the Company’s strategy, performance of comparable companies, and other circumstances, except to the extent that any such adjustment to a performance condition would adversely affect the status of an Award intended to satisfy the “qualified performance-based compensation” exception under Section 162(m) of the Code and the regulations thereunder.

          9.4. Notwithstanding anything in the Plan or an Award Agreement to the contrary, no Award may be repriced, replaced or regranted through cancellation without the approval of the shareholders of the Company, provided that nothing herein shall prevent the Committee from taking any action provided for in Section 8.

     Section 10. No Right to Award, Employment or Service. No Employee, Consultant or Non-Employee Director shall have any claim to be granted any Award under the Plan, and there is no obligation that the terms of Awards be uniform or consistent among Participants. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Subsidiary. For purposes of this Plan, a transfer of employment or service between the Company and its Subsidiaries shall not be deemed a termination of employment or service; provided, however, that individuals employed by, or otherwise providing services to, an entity that ceases to be a Subsidiary shall be deemed to have incurred a termination of employment or service, as the case may be, as of the date such entity ceases to be a Subsidiary unless such individual becomes an employee of, or service provider to, the Company or another Subsidiary as of the date of such cessation.

     Section 11. Taxes. Each Participant must make appropriate arrangement for the payment of any taxes relating to an Award granted hereunder. The Company or any Subsidiary is authorized to withhold from any payment relating to an Award under the Plan, including from

13

a distribution of Common Stock or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include the ability to withhold or receive Common Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations. Participants who are subject to the reporting requirements of Section 16 of the Exchange Act may elect to direct the Company to withhold shares of Common Stock that would otherwise be received upon the vesting, settlement or exercise of an Award to satisfy the withholding taxes applicable to such Award. Withholding of taxes in the form of shares of Common Stock with respect to an Award shall not occur at a rate that exceeds the minimum required statutory federal and state withholding rates.

     Section 12. Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other than the Company or any Subsidiary, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that Awards (other than Incentive Stock Options) or other rights or interests of a Participant granted pursuant to the Plan be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only partners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a natural person or a trust) to exercise the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary, guardian, legal representative or other Person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.

     Section 13. Securities Law Requirements.

          13.1. No shares of Common Stock may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities exchange, or adversely affect the registration or qualification of the Company’s Common Stock under any state or federal law, or (ii) require the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of any Award or any portion of any Award during the period when issuance has been suspended.

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          13.2. The Committee may require, as a condition to the issuance of shares hereunder, representations, warranties and agreements to the effect that such shares are being purchased or acquired by the Participant for investment only and without any present intention to sell or otherwise distribute such shares and that the Participant will not dispose of such shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act, and the rules and regulations thereunder.

     Section 14. Code Section 409A. The Plan and all Awards are intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event any Award is subject to Code Section 409A, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Awards, adopt policies and procedures, or take any other actions as deemed appropriate by the Committee to (i) exempt the Plan and/or any Award from the application of Code Section 409A, (ii) preserve the intended tax treatment of any such Award or (iii) comply with the requirements of Code Section 409A. In the event that a Participant is a “specified employee” within the meaning of Code Section 409A, and a payment or benefit provided for under the Plan would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after such Participant’s separation from service (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period immediately following such Participant’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Participant in a lump-sum cash payment, without interest, on the earlier of (i) the first business day of the seventh month following such Participant’s separation from service or (ii) the tenth business day following such Participant’s death.

     Section 15. Termination. Unless earlier terminated, the Plan shall terminate on the 10^th anniversary of its approval by the Board, and no Awards under the Plan shall thereafter be granted.

     Section 16. Fractional Shares. The Company will not be required to issue any fractional shares of Common Stock pursuant to the Plan. The Committee may provide for the elimination of fractions and settlement of such fractional shares of Common Stock in cash.

     Section 17. Discretion. In exercising, or declining to exercise, any grant of authority or discretion hereunder, the Committee may consider or ignore such factors or circumstances and may accord such weight to such factors and circumstances as the Committee alone and in its sole judgment deems appropriate and without regard to the effect such exercise, or declining to exercise such grant of authority or discretion, would have upon the affected Participant, any other Participant, any Employee, Consultant or Non-Employee Director, the Company, any Subsidiary, any Affiliate of the Company, any shareholder or any other Person.

     Section 18. Governing Law. The validity and construction of the Plan and any Award Agreements entered into thereunder shall be construed and enforced in accordance with the laws of the State of New York, but without giving effect to the conflict of laws principles thereof.

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     Section 19. Effective Date. The Plan shall become effective upon the Effective Date, and no Award shall become exercisable, realizable or vested prior to the Effective Date.

*     *     *     *     *

IN WITNESS WHEREOF, the Company has caused the Plan to be executed as of the date set forth below.

BRAVO BRIO RESTAURANT GROUP, INC.

By:

Name:

Title:

Date:

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EX-10.14

Exhibit 10.14

[BRAVO BRIO RESTAURANT GROUP, INC. LETTERHEAD]

[Date]

[Name]
[Address]

Dear [Name]:

          Pursuant to the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (the “Plan”), the Compensation Committee (the “Committee”) hereby grants you a Non-Qualified Option (referred to herein as either the “Option” or “Award”) to purchase [________] shares of Common Stock of Bravo Brio Restaurant Group, Inc. (the “Company”), effective as of [________] (the “Grant Date”). The exercise price of the Option is [________] per share. The Option will not be treated as an incentive stock option.

          Your Award is subject to the terms and conditions of the Plan, which are incorporated herein by reference, and this letter (the “Award Agreement”). In the event of any contradiction, distinction or difference between this Award Agreement and the terms of the Plan, the terms of the Plan will control. All capitalized terms not defined herein shall have the meanings set forth in the Plan.

          Subject to your continued service with the Company or any of its Subsidiaries, one-third of your Award will vest and become exercisable on each of the first three anniversaries of the Grant Date. In addition, upon your death or Disability while you are providing services to the Company or any of its Subsidiaries, your Award will fully vest and become exercisable.

          Subject to the terms of the Plan and your continued service with the Company or any of its Subsidiaries, your Award will remain exercisable until the tenth anniversary of the Grant Date (the “Expiration Date”). Upon the date of your termination of service with the Company and its Subsidiaries (a “Termination Date”), your Award shall remain exercisable (the “Exercise Period”) only in accordance with the following provisions:

• Upon your termination of service with the Company and its Subsidiaries by reason of your death or Disability, any vested portion of your Award shall remain exercisable until the earlier of: (a) 180 days after your Termination Date or (b) the Expiration Date.

• Upon your termination of service with the Company and its Subsidiaries by the Company (or a Subsidiary) without Cause or by your voluntary termination, any vested portion of your Award shall remain exercisable until the earlier of (a) 30 days after your Termination Date or (b) the Expiration Date.

• Upon your termination of service with the Company or any of its Subsidiaries for any other reason, any unexercised portion of your Award shall be immediately forfeited with no further compensation due to you upon your Termination Date.

          Any vested and exercisable portion of your Award that is not so exercised within the applicable Exercise Period shall be forfeited with no further compensation due to you. Additionally, any portion of your Award that is not vested or exercisable as of your Termination Date shall cease to vest and shall be immediately forfeited on such date with no further compensation due to you.

          All or part of the exercisable portion of your Option may be exercised by you upon (a) your written notice to the Company of exercise, (b) your payment of the applicable exercise price in cash or as otherwise may be permitted by the Committee and (c) your having made appropriate arrangements with the Company for the withholding of any taxes which may be due with respect to your exercise of the Option. Payment of the exercise price of the Option shall in all events be made within three days of the date of exercise.

          The Company may impose any additional conditions or restrictions on the Award or the exercise of the Option as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities and other laws. The Company shall not be obligated to issue or deliver any shares if such action violates any provision of any law or regulation of any governmental authority or national securities exchange.

          The Committee may amend the terms of this Award Agreement to the extent it deems appropriate to carry out the terms of the Plan. The construction and interpretation of any provision of this Award Agreement or the Plan shall be final and conclusive when made by the Committee.

          Nothing in this Award Agreement shall confer on you the right to continue in the service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate your service at any time.

          Please sign and return a copy of this Award Agreement to [                      ]. Unless a signed copy of this Award Agreement is received within thirty (30) days after the date hereof, the Award shall lapse and become null and void. Your signature hereto also shall acknowledge that you have received and reviewed the Plan and that you agree to be bound by the terms of the Plan.

Very truly yours,

BRAVO BRIO RESTAURANT GROUP, INC.
 

By:  

Name:  

Title:  

Accepted and Agreed:

Dated:

Enclosure           (Copy of Plan)

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EX-10.15

Exhibit 10.15

[BRAVO BRIO RESTAURANT GROUP, INC. LETTERHEAD]

[Date]

[Name]
[Address]

Dear [Name]:

     Pursuant to the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (the “Plan”), the Compensation Committee (the “Committee”) hereby grants you [________] shares of Bravo Brio Restaurant Group, Inc. (the “Company”) Common Stock (referred to herein as either the “Restricted Stock” or “Award”), effective as of [________] (the “Grant Date”).

     Your Award is subject to the terms and conditions of the Plan, which are incorporated herein by reference, and this letter (the “Award Agreement”). In the event of any contradiction, distinction or difference between this Award Agreement and the terms of the Plan, the terms of the Plan will control. All capitalized terms not defined herein shall have the meanings set forth in the Plan.

     Subject to your continued service with the Company or any of its Subsidiaries, one-third of your Award will vest on each of the first three anniversaries of the Grant Date. In addition, upon your death or Disability while you are providing services to the Company or any of its Subsidiaries, your Award will fully vest.

     If your service with the Company and its Subsidiaries terminates for any reason other than by reason of your death or Disability, then the unvested portion of your Award shall cease to vest and shall be forfeited with no further compensation due to you.

     If certificates are generally issued for other shares of Common Stock of the Company, you may receive certificate(s) for the Restricted Stock designating you as the registered owner. Upon such receipt, you agree to deliver the certificate(s) together with a signed and undated stock power, in the form of Exhibit A hereto, to the Company or the Company’s designee, authorizing the Committee to transfer title to the certificate(s) representing any shares of Restricted Stock that are forfeited under the terms of the Plan and this Award Agreement to the Company in the event that your service with the Company and its Subsidiaries should terminate for any reason prior to the lapse of the restrictions. Such certificate(s) for the Restricted Stock shall contain such legends as are determined by the Committee.

     As a condition precedent to your actual receipt of any certificates for any vested Restricted Shares, you shall, at the time the Restricted Stock becomes vested, or if you makes the election permitted to be made under Section 83(b) of the Internal Revenue Code of 1986, as amended, at the time of such election, pay to the Company in cash an amount equal to the applicable withholding, excise, employment or other taxes determined by the Committee as being required to be withheld or collected under applicable federal, state or local laws. Furthermore, the Company shall have the right to deduct and withhold any such applicable taxes from, or in respect of, any dividends or other distributions paid on the Restricted Stock. All taxes, if any, on any payments to you (or to your heirs, estate, legal representatives or other beneficiaries, as the case may be) hereunder shall be the responsibility of and shall be paid by such recipient(s).

     Unvested Restricted Stock may not be sold, transferred, pledged, or otherwise disposed of or hypothecated by you (or your heirs, estate, legal representatives or other beneficiaries, as the case may be) in any way and any attempt to do so shall be null and void and without legal force or effect.

     The Committee may amend the terms of this Award Agreement to the extent it deems appropriate to carry out the terms of the Plan. The construction and interpretation of any provision of this Award Agreement or the Plan shall be final and conclusive when made by the Committee.

     Nothing in this Award Agreement shall confer on you the right to continue in the service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate your service at any time.

     Please sign and return a copy of this Award Agreement to [ ]. Unless a signed copy of this Award Agreement is received within thirty (30) days after the date hereof, the Award shall lapse and become null and void. Your signature hereto also shall acknowledge that you have received and reviewed the Plan and that you agree to be bound by the terms of the Plan.

Very truly yours,

BRAVO BRIO RESTAURANT GROUP, INC.

By:

Name:

Title:

Accepted and Agreed:

_____________________________

Dated: _______________________

Enclosure      (Copy of Plan)

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Exhibit A

STOCK POWER

     For Value Received, [Name] hereby sells, assigns and transfers unto Bravo Brio Restaurant Group, Inc. ______________ Shares of Restricted Stock of Bravo Brio Restaurant Group, Inc. standing in his name on the books of said corporation [represented by Certificate No. ___] herewith and does hereby irrevocably constitute and appoint ____________________ attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

By: ________________________

Dated:________________

In presence of ______________

EX-10.19

Exhibit 10.19

Wells Fargo Bank, National Association	Bank of America, N.A.
101 Federal Street, 20th Floor	100 Federal Street
Boston, MA 02110	MA5-100-09-06
	Boston, MA 02110
Wells Fargo Securities, LLC	Banc of America Securities LLC
One Wachovia Center	One Bryant Park
301 South College Street	New York, New York 10036
Charlotte, NC 28288-0737

CONFIDENTIAL

October 4, 2010

Bravo Brio Restaurant Group, Inc.
777 Goodale Boulevard
Columbus, Ohio 43121

Attention: James J. O’Connor, Chief Financial Officer, Treasurer and Secretary

          Re: Commitment Letter
$85 Million Senior Secured Credit Facilities

Ladies and Gentlemen:

     You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Bank of America, N.A. (“Bank of America” and, together with Wells Fargo Bank, the “Banks”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”) and Banc of America Securities LLC (“BAS” and, together with Wells Fargo Securities and the Banks, “we” or “us”) that Bravo Brio Restaurant Group, Inc. (the “Borrower” or “you”) (i) intends to consummate an initial public offering (the “IPO”) and (ii) concurrently with the consummation of the IPO, seeks financing which, together with the proceeds of the IPO, shall be used to (a) refinance certain existing indebtedness of the Borrower and its subsidiaries (such refinancings, collectively, the “Refinancing”), (b) pay fees, commissions and expenses in connection with the Transactions (as defined below) and (c) finance ongoing working capital requirements and other general corporate purposes, all as more fully described in the Summary of Proposed Terms and Conditions attached hereto as Annex A (the “Term Sheet”). This Commitment Letter (as defined below) describes the general terms and conditions for senior secured credit facilities of $85 million to be provided to the Borrower consisting of (a) a term loan facility of $45 million (the “Term Loan Facility”) and (b) a revolving credit facility of $40 million (the “Revolving Credit Facility” and, collectively with the Term Loan Facility, the “Senior Credit Facilities”).

     As used herein, the term “Transactions” means, collectively, the IPO, the Refinancing, the initial borrowings and other extensions of credit under the Senior Credit Facilities and the payment of fees, commissions and expenses in connection with each of the foregoing. This letter, including the Term Sheet and the Conditions Annex attached hereto as Annex B (the “Conditions Annex”), is hereinafter

referred to as the “Commitment Letter”. The date on which the Senior Credit Facilities are closed is referred to as the “Closing Date”.

     1. Commitment.

     (a) You have requested that the Banks commit to provide a portion of the Senior Credit Facilities. In connection with the foregoing, (a) Wells Fargo Bank is pleased to advise you of its commitment to provide to the Borrower $30 million of the principal amount of the Senior Credit Facilities and (b) Bank of America is pleased to advise you of its commitment to provide the Borrower $30 million of the principal amount of the Senior Credit Facilities (collectively, the “Commitments”), in each case upon the terms and subject to the conditions set forth in this Commitment Letter.

     (b) The Lead Arrangers (as defined below) shall use their reasonable best efforts to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other entities reasonably acceptable to the Borrower (such banks, financial institutions and other entities committing to the Senior Credit Facilities, including the Banks, the “Lenders”) upon the terms and subject to the conditions set forth in this Commitment Letter. Wells Fargo Securities and BAS, acting alone or through or with affiliates selected by each of them, will act as the joint lead bookrunners and joint lead arrangers (in such capacities, the “Lead Arrangers”) in arranging and syndicating the Senior Credit Facilities. Wells Fargo Bank will act as the sole administrative agent (in such capacity, the “Administrative Agent”) for the Senior Credit Facilities, and Bank of America will act as the sole syndication agent for the Senior Credit Facilities. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without the prior written approval of Wells Fargo Securities. Wells Fargo Securities (a) shall have the right, in consultation with you, to award titles to other co-agents or arrangers who are Lenders that provide (or whose affiliates provide) commitments in respect of the Senior Credit Facilities; provided, that no other agent, co-agent or arranger other than Wells Fargo Securities will have rights in respect of the management of the syndication of the Senior Credit Facilities and (b) will have the left and highest placement on the information memoranda and any other marketing materials relating to the Senior Credit Facilities.

     (c) Effective upon your agreement to and acceptance of this Commitment Letter and continuing through November 15, 2010, you will not solicit, initiate, entertain or permit, or enter into any discussions with any other bank, investment bank, financial institution, person or entity in respect of any structuring, arranging, underwriting, offering, placing, or syndicating of all or any portion of the Senior Credit Facilities or any other bank/senior credit financing similar to, or as a replacement of, all or any portion of the Senior Credit Facilities.

     2. Conditions to Commitment. The Commitments of the Banks and the undertakings of the Lead Arrangers hereunder are subject to the satisfaction of each of the following conditions precedent in a manner reasonably acceptable to the Banks and the Lead Arrangers:

     (a) your written acceptance, and compliance with the terms and conditions, of (i) a letter dated the date hereof from the Lead Arrangers and the Banks to you (the “Arranger Fee Letter”) pursuant to which you agree to pay, or cause to be paid, to the Lead Arrangers and the Banks, as applicable, for their account and for the account of the Lenders certain fees and expenses and to fulfill certain other obligations in connection with the Senior Credit Facilities and (ii) a letter dated as of the date hereof from Wells Fargo Bank and Wells Fargo Securities (collectively, the “Wells Fargo Parties”) to you (the “Agent Fee Letter,” and, collectively with the Arranger Fee Letter, the “Fee Letters”), pursuant to which you agree to pay, or cause to be paid, to the Wells Fargo Parties for their account certain fees and expenses and to fulfill certain other obligations in connection with the Senior Credit Facilities;

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     (b) after the date hereof and until the date of the initial borrowing under the Senior Credit Facilities (the “Closing Date”), none of the Borrower nor any of its subsidiaries shall have announced, offered, arranged, syndicated or issued any debt securities (including convertible securities) or bank financing (other than the Senior Credit Facilities) without our prior written consent;

     (c) since December 27, 2009, there not having occurred any material adverse condition or material adverse change in or affecting, or the occurrence of any circumstance or condition that could reasonably be expected to result in a material adverse change in, or have a material adverse effect on, the business, operations, condition (financial or otherwise), assets, liabilities (whether actual or contingent) or prospects of the Borrower and its subsidiaries, taken as a whole;

     (d) the accuracy and completeness of all representations that you and your affiliates make to the Lead Arrangers and the Banks and your compliance with the terms of this Commitment Letter;

     (e) the satisfaction of all other conditions described herein, in the Term Sheet and in the Conditions Annex; and

     (f) Wells Fargo Securities having received satisfactory commitments from Lenders (including the Commitments of the Banks) equaling or exceeding the aggregate amount of the Senior Credit Facilities.

     The Commitments of the Banks and the undertakings of Lead Arrangers hereunder are also conditioned upon and made subject to our not becoming aware after the date hereof of any new or inconsistent information or other matter not previously disclosed to us relating to any of (i) the Borrower and its subsidiaries or (ii) the other Transactions, in each case, which information or other matter could reasonably be expected to have a Material Adverse Effect. For the purposes hereof, “Material Adverse Effect” means (A) a material adverse change in, or a material adverse effect on, the business, operations, condition (financial or otherwise), assets, liabilities (whether actual or contingent) or prospects of the Borrower and its subsidiaries, taken as a whole, (B) a material impairment of the rights and remedies of the Administrative Agent or any Lender under the Financing Documentation (as defined in the Term Sheet) or (C) a material adverse effect upon the legality, binding effect or enforceability against the Borrower or any Guarantor (as defined in the Term Sheet) of any Financing Documentation to which it is a party.

     3. Syndication.

     (a) Wells Fargo Securities shall have had a reasonable opportunity and reasonable period of time in which to complete the syndication of the Senior Credit Facilities (which shall be at least 30 days following the launch of the general syndication of the Senior Credit Facilities; provided, that in no event will any of the Lead Arrangers or the Banks be obligated to close or fund the Senior Credit Facilities prior to the date that is 20 days after the earlier to occur of (i) the date of the primary bank meeting for prospective Lenders and (ii) the delivery of the final confidential information memorandum (in form and substance satisfactory to Wells Fargo Securities) to be used in connection with the syndication). Wells Fargo Securities may, at its option, conduct or conclude such syndication before or after the closing of the Senior Credit Facilities.

     (b) You agree to assist us actively in achieving a syndication of the Senior Credit Facilities that is satisfactory to us and you. To assist us in our syndication efforts, you agree that you will, and will cause your representatives and non-legal advisors to (i) provide promptly to the Lead Arrangers and the Banks and the other Lenders upon request all information reasonably deemed necessary by the Lead Arrangers to assist the Lead Arrangers and each Lender in their evaluation of the Transactions and to

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complete the syndication, (ii) make senior management of the Borrower available to prospective Lenders on reasonable prior notice and at reasonable times and places, (iii) host, with the Lead Arrangers, one or more meetings with prospective Lenders, (iv) assist, and cause your affiliates and advisors to assist, the Lead Arrangers in the preparation of one or more confidential information memoranda and other marketing materials to be used in connection with the syndication and (v) use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from the existing lending relationships of the Borrower.

     (c) Wells Fargo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders, and Wells Fargo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities; provided that any Lenders from which commitments have been accepted shall be reasonably acceptable to you. No Lender will receive compensation from you with respect to the Senior Credit Facilities outside the terms contained herein and in the Fee Letters in order to obtain its commitment to participate in the Senior Credit Facilities.

     4. Information.

     (a) You represent, warrant and covenant that (i) all information (other than the Projections (as defined below), similar forward looking information and information of a general economic nature or relating generally to the industry of the Borrower and its Subsidiaries) concerning the Borrower and its subsidiaries and the Transactions that has been or will be made available to the Lead Arrangers, the Banks or the other Lenders by you, or any of your representatives, subsidiaries or affiliates (or on your or their behalf) (the “Information”) is, and in the case of Information made available after the date hereof, will be complete and correct in all material respects and does not, and in the case of Information made available after the date hereof, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (after giving effect to all supplements thereto provided at or prior to the time such representation is made) and (ii) all financial projections concerning the Borrower and its respective subsidiaries, taking into account the consummation of the Transactions, that have been or will be made available to the Lead Arrangers, the Banks or the other Lenders by you, or any of your representatives, subsidiaries or affiliates (or on your or their behalf) (the “Projections”) have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made, it being understood that actual results may vary materially from the Projections. You agree to furnish us with such Information and Projections as we may reasonably request and to supplement, or cause to be supplemented, the Information and the Projections from time to time until the Closing Date and, if requested by the Lead Arrangers, after the Closing Date through the completion of a successful syndication of the Senior Credit Facilities so that the conditions and representations and warranties contained in the preceding sentence remain correct. We will be entitled to use and rely upon, without responsibility to verify independently, the Information and the Projections.

     (b) You acknowledge that (i) the Lead Arrangers and the Banks on your behalf (subject to customary confidentiality agreements) will make available the Information, Projections and other marketing materials and presentations, including confidential information memoranda (collectively, the “Informational Materials”), to the potential Lenders by posting the Informational Materials on SyndTrak Online or by other similar electronic means (collectively, the “Electronic Means”) and (ii) certain prospective Lenders (“Public Lenders”) may not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower or its

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affiliates or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. At the request of the Lead Arrangers, (A) you will assist, and cause your affiliates, advisors to assist, the Lead Arrangers in the preparation of Informational Materials to be used in connection with the syndication of the Senior Credit Facilities to Public Lenders, which will not contain MNPI (the “Public Informational Materials”), (B) you will identify and conspicuously mark any Public Informational Materials “PUBLIC”, and (C) you will identify and conspicuously mark any Informational Materials that include any MNPI as “PRIVATE AND CONFIDENTIAL”. Notwithstanding the foregoing, you agree that the Lead Arrangers and the Banks may distribute the following documents to all prospective Lenders (including the Public Lenders) on your behalf, unless you advise the Lead Arrangers and the Banks in writing (including by email) within a reasonable time prior to their intended distributions that such material should not be distributed to Public Lenders: (x) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (y) notifications of changes to Senior Credit Facilities’ terms and (z) other materials intended for prospective Lenders after the initial distribution of the Informational Materials, including drafts and final versions of the Financing Documentation. If you advise us that any of the foregoing items (other than the Financing Documentation) should not be distributed to Public Lenders, then the Lead Arrangers and the Banks will not distribute such materials to Public Lenders without further discussions with you.

     5. Indemnification. You agree to indemnify and hold harmless the Lead Arrangers and the Banks and each of their respective affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, liabilities and expenses of any kind or nature, joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any matters contemplated by this Commitment Letter, the Transactions or any related transaction (including, without limitation, the execution and delivery of this Commitment Letter, the Financing Documentation for the Senior Credit Facilities and the closing of the Transactions) or (ii) the use or the contemplated use of the proceeds of the Senior Credit Facilities, and will reimburse each Indemnified Party for all out-of-pocket expenses (including reasonable attorneys’ fees, expenses and charges) on demand as they are incurred in connection with any of the foregoing; provided that no Indemnified Party will have any right to indemnification for any of the foregoing to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s own gross negligence or willful misconduct or (ii) result from a claim brought by the Borrower or any Guarantor against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Commitment Letter or the Fee Letters, if the Borrower or such Guarantor has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party will have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s own gross negligence or willful misconduct. The Lead Arrangers and the Banks will only have liability to you (as opposed to any other person), and each Bank shall be liable solely in respect of its own Commitment to the Senior Credit Facilities on a several, and not joint, basis with any other Lender. No Indemnified Party will be liable to you, your affiliates or any other person for any indirect, consequential or punitive damages that may be alleged as a result of this Commitment Letter or any element of the Transactions. No

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Indemnified Party will be liable to you, your affiliates or any other person for any damages arising from the use by others of Informational Materials or other materials obtained by Electronic Means. You shall not, without the prior written consent of each Indemnified Party affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification hereunder unless such settlement (a) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnified Party and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.

     6. Expenses. You shall reimburse each of the Lead Arrangers and the Banks, from time to time on demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses and due diligence expenses) of the Lead Arrangers and the Banks and all reasonable printing, reproduction, document delivery, travel, CUSIP, SyndTrak and communication costs incurred in connection with the syndication and execution of the Senior Credit Facilities and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Fee Letters and the Financing Documentation.

     7. Confidentiality.

     (a) This Commitment Letter and the Fee Letters (collectively, the “Commitment Documents”) and the existence and contents hereof and thereof shall be confidential and may not be disclosed by you in whole or in part to any person without our prior written consent, except for (i) the disclosure hereof or thereof on a confidential basis to your directors, officers, employees, accountants, attorneys and other professional advisors who have agreed to maintain the confidentiality of the Commitment Documents for the purpose of evaluating, negotiating or entering into the Transactions or (ii) as otherwise required by law; provided that you may disclose, after your acceptance of the Commitment Documents, (A) this Commitment Letter, but not the Fee Letters, in any required filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges and (B) the Term Sheet to any ratings agency in connection with the Transactions. The Lead Arrangers and the Banks shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facilities in connection with obtaining a CUSIP number, marketing, press releases or other transactional announcements or updates provided to investor or trade publications, subject to confidentiality obligations or disclosure restrictions reasonably requested by you. Prior to the Closing Date, the Lead Arrangers and the Banks shall have the right to review and approve any public announcement or public filing made by you or your representatives relating to the Senior Credit Facilities or to any of the Lead Arrangers and the Banks in connection therewith, before any such announcement or filing is made (such approval not to be unreasonably withheld or delayed).

     (b) The Lead Arrangers and the Banks hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow the Lead Arrangers and the Banks and the other Lenders to identify you in accordance with the Patriot Act.

     8. Other Services.

     (a) Nothing contained herein shall limit or preclude the Lead Arrangers, the Banks or any of their affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including,

6

without limitation, any competitor, supplier or customer of you or any of your affiliates, or any other party that may have interests different than or adverse to such parties.

     (b) You acknowledge that the Lead Arrangers and their affiliates (the term “Lead Arranger” as used in this paragraph being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and persons with which you or your affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you or your affiliates or subsidiaries, confidential information obtained from other entities or persons.

     (c) In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Senior Credit Facilities and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Lead Arrangers and the Banks, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Lead Arrangers and the Banks is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you or any of your affiliates, equityholders, directors, officers, employees, creditors or any other party, (iii) none of the Lead Arrangers or the Banks has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any of the Lead Arrangers or the Banks has advised or is currently advising you or your affiliates on other matters) and none of the Lead Arrangers or the Banks has any obligation to you or your affiliates with respect to the Transactions except those obligations expressly set forth in the Commitment Documents, (iv) the Lead Arrangers and the Banks and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates and none of the Lead Arrangers or the Banks shall have any obligation to disclose any of such interests, and (v) none of the Lead Arrangers or the Banks has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any of the Lead Arrangers or the Banks with respect to any breach or alleged breach of agency or fiduciary duty.

     9. Acceptance/Expiration of Commitments.

     (a) This Commitment Letter and the Commitment and agreements of the Banks and the undertakings of Lead Arrangers set forth herein shall automatically terminate at 5:00 p.m. (Eastern Time, Standard or Daylight, as applicable) on October 4, 2010 (the “Acceptance Deadline”), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letters shall have been delivered to the Lead Arrangers by such time to the attention of Bill Cvetkovski, Director, Wells Fargo Securities, LLC, 301 South College Street, NC0737 Charlotte, NC 28288 (facsimile: (704) 383-9519; electronic mail: bill.cvetkovski@wellsfargo.com).

     (b) In the event this Commitment Letter is accepted by you as provided in the last paragraph of this Commitment Letter below, the Commitment and agreements of the Banks and the undertakings of the Lead Arrangers set forth herein will automatically terminate without further action or notice upon the earliest to occur of (i) at 5:00 p.m. (Eastern Time, Daylight or Standard, as applicable) on November 15, 2010, if the Closing Date shall not have occurred by such time and (ii) a material breach by you under this Commitment Letter or either Fee Letter.

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     10. Survival. The sections of this Commitment Letter relating to Indemnification, Expenses, Confidentiality, Other Services, Survival and Governing Law shall survive any termination or expiration of this Commitment Letter or the Commitment of the Banks or the undertakings of the Lead Arrangers set forth herein (regardless of whether definitive Financing Documentation is executed and delivered), and the Sections relating to Syndication and Information shall survive until the later of (a) the Closing Date and (b) the completion of the syndication of the Senior Credit Facilities (but in any event no later than thirty (30) days after the Closing Date).

     11. Governing Law. This Commitment Letter and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby. The parties hereby waive any right to trial by jury with respect to any claim or action arising out of this Commitment Letter or the Fee Letters. The parties hereto hereby agree that any suit or proceeding arising in respect of this Commitment Letter or the Fee Letters or any of the matters contemplated hereby or thereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or each of the Lead Arrangers or the Banks will be effective service of process against such party for any action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or each of the Lead Arrangers and the Banks.

     12. Miscellaneous. This Commitment Letter and the Fee Letters embody the entire agreement among the Lead Arrangers, the Banks and you and your affiliates with respect to the specific matters set forth above and supersede all prior agreements and understandings relating to the subject matter hereof. However, the terms and conditions of the Commitments of the Banks and the undertaking of Lead Arrangers hereunder are not limited to those set forth herein, in the Term Sheet or in the Conditions Annex. Those matters that are not covered or made clear herein, in the Term Sheet, in the Conditions Annex or the Fee Letters are subject to mutual agreement of the parties. No person has been authorized by any of the Lead Arrangers or the Banks to make any oral or written statements inconsistent with this Commitment Letter and the Fee Letters. This Commitment Letter and the Fee Letters shall not be assignable by any party hereto without the prior written consent of each other party hereto, and any purported assignment without such consent shall be void. This Commitment Letter and the Fee Letters are not intended to benefit or create any rights in favor of any person other than the parties hereto, the Lenders and, with respect to indemnification, each Indemnified Party. This Commitment Letter and the Fee Letters may be executed in separate counterparts and delivery of an executed signature page of this Commitment Letter and the Fee Letters by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof; provided that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed by the original thereof. This Commitment Letter and each Fee Letter may only be amended, modified or superseded by an agreement in writing signed by each of you and the Lead Arrangers and the Banks party thereto that specifically provides such with reference to this Commitment Letter or such Fee Letter, as applicable.

[Signature Pages Follow]

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     If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Commitment Letter and returning it to the Lead Arrangers, together with executed counterparts of the Fee Letters, by no later than the Acceptance Deadline.

Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Meghan E. Hinds
	Name:	Meghan E. Hinds
	Title:	Vice President
WELLS FARGO SECURITIES, LLC
By:	/s/ Bill G. Cvetkovski
	Name:	Bill G. Cvetkovski
	Title:	Director
BANK OF AMERICA, N.A.
By:	/s/ Angelo Maragos
	Name:	Angelo Maragos
	Title:	Vice President
BANC OF AMERICA SECURITIES LLC
By:	/s/ Christin M. O’Hara
	Name:	Christin M. O’Hara
	Title:	Managing Director

BRAVO BRIO RESTAURANT GROUP, INC.
COMMITMENT LETTER

Agreed to and accepted as of the date first
above written:

BRAVO BRIO RESTAURANT GROUP, INC.

By:	/s/ James J. O’Connor
	Name: James J. O’Connor
	Title: Chief Financial Officer

BRAVO BRIO RESTAURANT GROUP, INC.
COMMITMENT LETTER

ANNEX A

$85,000,000
SENIOR SECURED CREDIT FACILITIES
SUMMARY OF PROPOSED TERMS AND CONDITIONS

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached.

Borrower:	Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Borrower”).
Joint Lead Arrangers and Joint Lead Bookrunners:	Wells Fargo Securities, LLC and Banc of America Securities LLC will act as joint lead arrangers and joint lead bookrunners (in such capacity, the “Lead Arrangers”).
Lenders:	Wells Fargo Bank, National Association, Bank of America, N.A. and a syndicate of financial institutions and other entities (each a “Lender” and, collectively, the “Lenders”).
Administrative Agent, Issuing Bank and Swingline Lender:	Wells Fargo Bank, National Association (in such capacity, the “Administrative Agent”, the “Issuing Bank” or the “Swingline Lender”, as the case may be).
Syndication Agent:	Bank of America, N.A.
Senior Credit Facilities:	Senior secured credit facilities (the “Senior Credit Facilities”) in an aggregate principal amount of $85 million, such Senior Credit Facilities to consist of:

(a)

Revolving Credit Facility. A 5-year revolving credit facility in an aggregate principal amount of $40 million (the “Revolving Credit Facility”) (with a $10 million subfacility for standby letters of credit (each, a “Letter of Credit”) and a $10 million subfacility for swingline loans (each, a “Swingline Loan”), on customary terms and conditions with compensation to be agreed). Letters of Credit will be issued by the Issuing Bank and Swingline Loans will, at the sole discretion of the Swingline Lender, be made available by the Swingline Lender and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit and Swingline Loan.

(b)

Term Loan Facility. A 5-year term loan facility in an aggregate principal amount of $45 million (the “Term Loan Facility”).

Use of Proceeds:	The Term Loan Facility and, if applicable, up to $25 million of the Revolving Credit Facility, together with proceeds of the IPO received on the Closing Date, will be used on the Closing Date to (a) refinance certain existing indebtedness of the Borrower and its subsidiaries (the “Refinancing”) and (b) pay certain fees and expenses incurred in connection with the IPO, the Refinancing and the Senior Credit Facilities (collectively, the “Transactions”).
	The Revolving Credit Facility will be used to provide ongoing working capital and for other general corporate purposes of the Borrower and its subsidiaries.
Closing Date:	The date on which the Senior Credit Facilities are closed (the “Closing Date”), to occur on or before November 15, 2010.
Availability:	The Revolving Credit Facility will be available on a revolving basis from and after the Closing Date until the Revolving Credit Maturity Date (as defined below); provided that no more than $25 million may be drawn under the Revolving Credit Facility on the Closing Date.
	The Term Loan Facility will be available only in a single draw of the full amount of the Term Loan Facility on the Closing Date.

Incremental Term Loans / Revolving Facility Increase:

The Borrower will be entitled to incur (a) additional term loans under a new term facility that will be included in the Senior Credit Facilities (each, an “Incremental Term Loan”) and/or (b) increases in the Revolving Credit Facility (each, a “Revolving Facility Increase”), in an aggregate principal amount for all such Incremental Term Loans and Revolving Facility Increases of up to $20 million; provided that (a) no default or event of default exists immediately prior to or after giving effect thereto, (b) the other terms and documentation in respect of any Incremental Term Loans, to the extent not consistent with the Term Loan Facility, will be reasonably satisfactory to the Administrative Agent and (c) no Lender will be required or otherwise obligated to provide any such Incremental Term Loan or Revolving Facility Increase. Incremental Term Loans and Revolving Facility Increases will have the same Guarantees from the Guarantors and will be secured on a pari passu basis by the same Collateral as the other Senior Credit Facilities.

The yield on the Incremental Term Loans and/or any Revolving Facility Increase (taking into account the applicable interest rate margin (including any applicable interest rate floor) and upfront fees payable to the lenders making such Incremental Term Loans or providing such Revolving Facility Increase, as applicable) may not exceed (a) with respect to the Incremental Term Loans, the then-current yield on the Term Loan Facility by more than 25 basis points and (b) with respect to any Revolving Facility Increase, the then-current yield on the Revolving Credit Facility (it being understood

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	that the pricing of the Term Loan Facility or the Revolving Credit Facility, as applicable, may be increased and/or additional fees may be paid to existing Lenders holding the Term Loan Facility and/or the Revolving Credit Facility to the extent necessary to satisfy such requirements).
Documentation:	The documentation for the Senior Credit Facilities will include, among other items, a credit agreement, guarantees and appropriate pledge, security, mortgage and other collateral documents (collectively, the “Financing Documentation”), all consistent with this Term Sheet.
Guarantors:	The obligations of the Borrower under the Senior Credit Facilities, under any hedging agreements entered into between any Loan Party (as defined below) and any counterparty that is a Lender (or any affiliate thereof) at the time such hedging agreement is executed and under any treasury management arrangements between any Loan Party and a Lender (or any affiliate thereof) will be unconditionally guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed direct and indirect subsidiary of the Borrower (each a “Guarantor”; and such guarantee being referred to herein as a “Guarantee”); provided that Guarantees by foreign subsidiaries will be required only to the extent such Guarantees would not have material adverse federal income tax consequences for the Borrower (by constituting an investment of earnings in United States property under Section 956 (or a successor provision) of the Internal Revenue Code, triggering an increase in the gross income of the Borrower pursuant to Section 951 (or a successor provision) of the Internal Revenue Code without corresponding credits or other offsets). All Guarantees shall be guarantees of payment and not of collection. The Borrower and the Guarantors are herein referred to as the “Loan Parties” and, individually, as a “Loan Party.”
Security:	There will be granted to the Administrative Agent, for the benefit of the Lenders, any counterparty to any hedging agreement that is a Lender (or any affiliate thereof) at the time such hedging agreement is executed and any Lender (or any affiliate thereof) with treasury management arrangements with any Loan Party, valid and perfected first priority (subject to certain customary exceptions satisfactory to the Administrative Agent and set forth in the Financing Documentation) liens and security interests in and liens on all of the following (collectively, the “Collateral”):

(a) All present and future capital stock or other membership or partnership equity ownership or profit interests (collectively, “Equity Interests”) owned or held of record or beneficially by each of the Loan Parties, and 65% of the voting stock (and 100% of the non-voting stock) of all present and future first-tier foreign subsidiaries of any Loan Party (to the extent, and for so long as, the pledge of any greater percentage would have

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	material adverse federal income tax consequences for the Borrower); provided that any first-tier foreign subsidiary that is disregarded for tax purposes shall not be deemed to be a foreign subsidiary;
(b)	Substantially all of (i) the tangible and intangible personal property and assets of the Loan Parties (including, without limitation, all equipment, inventory and other goods, accounts, licenses, contracts, intellectual property and other general intangibles, deposit accounts, securities accounts and other investment property and cash) and (ii) all owned real property interests; and
(c)	All products, profits, rents and proceeds of the foregoing.

	All such security interests in personal property and all liens on real property will be created pursuant to, and will comply with, customary Financing Documentation reasonably satisfactory to the Administrative Agent. On the Closing Date, such security interests in personal property will have become perfected (or arrangements for the perfection thereof reasonably satisfactory to the Administrative Agent will have been made – it being understood that (i) with respect to any fee property owned by any Loan Party as of the Closing Date, all mortgages and other customary real estate documentation related thereto will be permitted to be delivered to the Administrative Agent within thirty (30) days after the Closing Date and (ii) with respect to leased real property, leasehold mortgages will not be required, but the Borrower will be required to use commercially reasonable efforts to obtain a customary landlord waiver from the applicable landlord in form and substance reasonably acceptable to the Administrative Agent).
Final Maturity:	The final maturity of the Revolving Credit Facility will occur on the fifth anniversary of the Closing Date (the “Revolving Credit Maturity Date”) and the commitments with respect to the Revolving Credit Facility will automatically terminate on such date.
	The final maturity of the Term Loan Facility will occur on the fifth anniversary of the Closing Date (the “Term Loan Maturity Date”).
Amortization:	The Term Loan Facility will amortize in equal quarterly installments based on the following amortization table, with the remainder due on the Term Loan Maturity Date.

	Principal
Year	Amortization
1		5	%
2		5	%
3		10	%
4		10	%
5		70	%

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Interest Rates and Fees:	Interest rates and fees in connection with the Senior Credit Facilities will be as specified in the Fee Letters and on Schedule I attached hereto.
Mandatory Prepayments and Commitment Reductions:	Subject to the next paragraph, the Senior Credit Facilities will be required to be prepaid with: (a)   100% of the net cash proceeds of the issuance or incurrence of debt by the Borrower or any of its subsidiaries, subject to baskets and other exceptions to be mutually agreed upon;
	(b)   100% of the net cash proceeds of all asset sales, insurance and condemnation recoveries and other asset dispositions by the Borrower or any of its subsidiaries, excluding sales of inventory in the ordinary course of business and subject to baskets, reinvestment provisions and other exceptions to be mutually agreed upon; and
	(c)   50% of Excess Cash Flow (to be defined in the Financing Documentation) for fiscal year 2011 and each fiscal year of the Borrower thereafter, if the Consolidated Total Leverage Ratio as of the end of the applicable fiscal year is equal to or greater than 1.50 to 1.0. If such ratio as of the end of any applicable fiscal year is less than 1.50 to 1.0, no prepayment from Excess Cash Flow will be required for such fiscal year.
	All such mandatory prepayments will be applied first, to prepay outstanding loans under the Term Loan Facility and second, to prepay outstanding loans under the Revolving Credit Facility (without a permanent reduction in the aggregate commitment under the Revolving Credit Facility). All such mandatory prepayments of the Term Loan Facility will be applied to the remaining scheduled amortization payments on a pro rata basis.
Optional Prepayments and Commitment Reductions:	Loans under the Senior Credit Facilities may be prepaid and unused commitments under the Revolving Credit Facility may be reduced at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except LIBOR breakage costs). Any optional prepayment of the Term Loan Facility will be applied to the remaining scheduled amortization payments on a pro rata basis.
Conditions to Initial Extensions of Credit:	The making of the initial extensions of credit under the Senior Credit Facilities will be subject to satisfaction of the conditions precedent set forth in Section 2 of the Commitment Letter and in the Conditions Annex attached hereto as Annex B.

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Conditions to All Extensions of Credit:	Each extension of credit under the Senior Credit Facilities will be subject to satisfaction of the following conditions precedent: (a) all of the representations and warranties in the Financing Documentation shall be true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality) as of the date of such extension of credit and (b) no event of default under the Senior Credit Facilities or unmatured default shall have occurred and be continuing or would result from such extension of credit.
Representations and Warranties:	Usual and customary for facilities of this type and such others as may be reasonably requested by the Lead Arrangers, including, without limitation, the following (which will be applicable to the Borrower and its subsidiaries and be subject to materiality thresholds and exceptions to be mutually agreed): organizational and legal status, financial statements; capital structure; organizational power and authority; no default; no conflict with laws or material agreements; enforceability; absence of material litigation, environmental regulations and liabilities; ERISA; necessary consents and approvals; compliance with all applicable laws and regulations including, without limitation, Regulations T, U and X, Investment Company Act, the Patriot Act, environmental laws and OFAC; payment of taxes and other obligations; ownership of properties; intellectual property; liens; insurance; solvency; absence of any material adverse change; senior debt status; collateral matters including, without limitation, perfection and priority of liens; labor matters; material contracts; no burdensome restrictions; and accuracy of disclosure.
Affirmative Covenants:	Usual and customary for facilities of this type, including, without limitation, the following (which will be applicable to the Borrower and its subsidiaries and be subject to materiality thresholds and exceptions to be mutually agreed): use of proceeds; payment of taxes and other obligations; continuation of business and maintenance of existence and rights and privileges; necessary consents, approvals, licenses and permits; compliance with laws and regulations (including environmental laws, ERISA and the Patriot Act); maintenance of property and insurance (including hazard and business interruption insurance); maintenance of books and records; right of the Lenders to inspect property and books and records; notices of defaults, litigation and other material events; financial reporting (including annual audited and quarterly unaudited financial statements (in each case, accompanied by covenant compliance certificates) and annual updated budgets); management letters; additional Guarantors and Collateral; other collateral matters; and further assurances (including, without limitation, with respect to security interests in after-acquired property).

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Negative Covenants:	Usual and customary for facilities of this type, including, without limitation, the following (which will be applicable to the Borrower and its subsidiaries and be subject to materiality thresholds and exceptions to be mutually agreed): limitation on debt; limitation on liens; limitation on further negative pledges; limitation on loans, advances, acquisitions and other investments; limitation on dividends, distributions, issuances of equity interests, redemptions and repurchases of equity interests; limitation on fundamental changes and asset sales and other disposition (including, without limitation, sale-leaseback transactions); limitation on prepayments, redemptions and purchases of subordinated and certain other debt; limitation on transactions with affiliates; limitation on dividend and other payment restrictions affecting subsidiaries; limitation on changes in line of business, fiscal year and accounting practices; limitation on amendment of organizational documents and material contracts; and limitation on additional designated senior debt.
Financial Covenants:	The following:
	(a)   Maximum Consolidated Total Leverage Ratio, initially set at 2.00 to 1.00 for each fiscal quarter ending after the Closing Date and prior to September 30, 2011, with a step down to 1.75 to 1.00 for each fiscal quarter ending thereafter;
	(b)   Minimum Consolidated Fixed Charge Coverage Ratio of 1.50 to 1.00; and
	(c)   Maximum Consolidated Capital Expenditures: The sum of Consolidated Capital Expenditures for any fiscal year less (b) the amount of payments of tenant incentives actually received by the Borrower and its subsidiaries during such fiscal year, shall be less than or equal to (i) for fiscal year 2010, $12,000,000, and (ii) for each fiscal year thereafter (A) if the Consolidated Total Leverage Ratio as of the end of the immediately preceding fiscal year is equal to or less than 1.00 to 1.00, an amount equal to 70% of Consolidated EBITDA for such immediately preceding fiscal year and (ii) if the Consolidated Total Leverage Ratio as of the end of the immediately preceding fiscal year is greater than or equal to 1.00 to 1.00, an amount equal to 60% of Consolidated EBITDA for such immediately preceding fiscal year; provided that the maximum amount of Consolidated Capital Expenditures permitted in each fiscal year shall be increased by one hundred (100%) of the unused Consolidated Capital Expenditures from the immediately preceding fiscal year (calculated without reference to any amounts carried forward to such preceding year from any earlier year pursuant to this proviso).
	The financial covenants will apply to the Borrower and its subsidiaries on a consolidated basis, with definitions, opening levels, step-ups or step-downs (as applicable) to be mutually agreed upon;

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	provided that EBITDA and Fixed Charges will reflect rent expense on a cash basis (versus GAAP), and Consolidated Capital Expenditures will be net of tenant incentives received.
Events of Default:	Usual and customary for facilities of this type, including, without limitation, the following (with materiality thresholds, exceptions and grace periods to be mutually agreed): non-payment of obligations (including termination payments under applicable hedging agreements); inaccuracy of representation or warranty; non-performance of covenants and obligations; default on other material debt (including hedging agreements); change of control; bankruptcy or insolvency; impairment of security; ERISA; material judgments; actual or asserted invalidity or unenforceability of any Financing Documentation or liens securing obligations under the Financing Documentation; default under permitted subordinated debt or invalidity or unenforceability of subordination provisions contained in the documentation related thereto.
Defaulting Lender Provisions, Yield Protection and Increased Costs:	Customary for facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, cash collateralization for Letters of Credit or Swingline Loans in the event any lender under the Revolving Credit Facility becomes a Defaulting Lender (as such term shall be defined in the Financing Documentation), changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.
Assignments and Participations:	(a)   Revolving Credit Facility: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in respect of the Revolving Credit Facility in a minimum amount equal to $1 million.
	(b)   Term Loan Facility: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in respect of the Term Loan Facility in a minimum amount equal to $1 million.
	(c)   Consents: The consent of the Borrower will be required for any assignment unless (i) an Event of Default has occurred and is continuing, (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term shall be defined in the Financing Documentation) or (iii) the assignment is by either of the Banks in connection with the primary syndication to a Lender approved by the Borrower during the syndication process and is during the period commencing on the Closing Date and ending on the date that

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	is 90 days following the Closing Date. The consent of the Administrative Agent will be required for any assignment (i) in respect of the Revolving Credit Facility or an unfunded commitment under the Term Loan Facility, to an entity that is not a Lender with a commitment in respect of the applicable Facility, an affiliate of such Lender or an Approved Fund and (ii) in respect of the Term Loan Facility, to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund. The consent of the Issuing Bank and the Swingline Lender will be required for any assignment under the Revolving Credit Facility. Participations will be permitted without the consent of the Borrower or the Administrative Agent.
	(d)   No Assignment or Participation to Certain Persons. No assignment or participation may be made to natural persons, the Borrower or any of its affiliates or subsidiaries, or any Defaulting Lender (to be defined in the Financing Documentation).
Required Lenders:	On any date of determination, those Lenders who collectively hold more than 50% of the outstanding loans and unfunded commitments under the Senior Credit Facilities, or if the Senior Credit Facilities have been terminated, those Lenders who collectively hold more than 50% of the aggregate outstandings under the Senior Credit Facility (the “Required Lenders”); provided, however, that if any Lender shall be a Defaulting Lender at such time, then the outstanding loans and unfunded commitments under the Senior Credit Facilities of such Defaulting Lender shall be excluded from the determination of Required Lenders.
Amendments and Waivers:	Amendments and waivers of the provisions of the Financing Documentation will require the approval of the Required Lenders, except that (a) the consent of all Lenders directly adversely affected thereby will be required with respect to (i) increases in the commitment of such Lenders, (ii) reductions of principal, interest or fees, (iii) extensions of scheduled maturities or times for payment and (iv) reductions in the voting percentages, (b) the consent of all Lenders will be required with respect to releases of all or substantially all of the value of the Collateral or Guarantees (other than in connection with transactions permitted pursuant to the Financing Documentation) and (c) the consent of the Lenders holding more than 50% of the outstanding loans and unfunded commitments under the Revolving Credit Facility shall be required to approve any amendment, waiver or consent for the purpose of satisfying a condition precedent to borrowing under the Revolving Credit Facility that would not be satisfied but for such amendment, waiver or consent.
Indemnification:	The Loan Parties will indemnify the Lead Arrangers, the Administrative Agent, each of the Lenders and their respective affiliates, partners, directors, officers, agents and advisors and hold

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	them harmless from and against all liabilities, damages, claims, costs, expenses (including reasonable fees, disbursements, settlement costs and other charges of counsel) relating to the Transactions or any transactions related thereto and the Borrower’s use of the loan proceeds or the commitments; provided that such indemnity will not, as to any indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnitee. This indemnification shall survive and continue for the benefit of all such persons or entities.
Expenses:	The Loan Parties will reimburse the Lead Arrangers and the Administrative Agent (and all Lenders in the case of enforcement costs and documentary taxes) for all reasonable out-of-pocket costs and expenses in connection with the syndication, negotiation, execution, delivery and administration of the Financing Documentation and any amendment or waiver with respect thereto (including, without limitation, reasonable fees and expenses of counsel thereto).
Governing Law and Forum:	New York.
Waiver of Jury Trial and Punitive and Consequential Damages:	All parties to the Financing Documentation waive the right to trial by jury and the right to claim punitive or consequential damages.
Counsel for the Lead Arrangers and the Administrative Agent:	Moore & Van Allen PLLC.

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SCHEDULE I

INTEREST AND FEES

Interest:	At the Borrower’s option, loans (other than Swingline Loans) will bear interest based on the Base Rate or LIBOR, as described below:
	A.   Base Rate Option
	Interest will be at the Base Rate plus the applicable Interest Margin (as described below). The “Base Rate” is defined as the highest of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (b) the prime commercial lending rate of the Administrative Agent, as established from time to time at its principal U.S. office (which such rate is an index or base rate and will not necessarily be its lowest or best rate charged to its customers or other banks) and (c) the daily LIBOR (as defined below) for a one month Interest Period (as defined below) plus 1%. Interest shall be payable quarterly in arrears on the last day of each calendar quarter and (i) with respect to Base Rate Loans based on the Federal Funds Rate and LIBOR, shall be calculated on the basis of the actual number of days elapsed in a year of 360 days and (ii) with respect to Base Rate Loans based on the prime commercial lending rate of the Administrative Agent, shall be calculated on the basis of the actual number of days elapsed in a year of 365/366 days. Any loan bearing interest at the Base Rate is referred to herein as a “Base Rate Loan”.
	Base Rate Loans will be made on same day notice and will be in minimum amounts to be agreed upon.
	B.   LIBOR Option
	Interest will be determined for periods (“Interest Periods”) of one, two, three or six months as selected by the Borrower and will be at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars plus the applicable Interest Margin (as described below). LIBOR will be determined by the Administrative Agent at the start of each Interest Period and, other than in the case of LIBOR used in determining the Base Rate, will be fixed through such period. Interest will be paid on the last day of each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any). Any loan bearing interest at LIBOR (other than a Base Rate Loan for which interest is determined by reference to LIBOR) is referred to herein as a “LIBOR Rate Loan”.
	LIBOR Rate Loans will be made on three business days’ prior notice

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	and, in each case, will be in minimum amounts to be agreed upon.
	Swingline loans will bear interest at the Base Rate plus the applicable Interest Margin.
Default Interest:	(a) Automatically upon the occurrence and during the continuance of any payment event of default or upon a bankruptcy event of default of the Borrower or any other Loan Party or (b) at the election of the Required Lenders (or the Administrative Agent at the direction of Required Lenders), upon the occurrence and during the continuance of any other event of default, all outstanding principal, fees and other obligations under the Senior Credit Facility shall bear interest at a rate per annum of two percent (2%) in excess of the rate then applicable to such loan (including the applicable Interest Margin) and shall be payable on demand of the Administrative Agent.
Interest Margins:	The initial applicable Interest Margin will be, for both the Revolving Credit Facility and the Term Loan Facility, determined based on the Closing Leverage Ratio (as defined in Annex B), with the initial Interest Margins for each facility to be the percentages set forth in the applicable level of the Pricing Grid below that corresponds to the Closing Leverage Ratio. From and after the date on which the Borrower will have delivered financial statements for the fiscal quarter ending December 26, 2010, the Interest Margin with respect to the each of the Term Loan Facility and the Revolving Credit Facility will be determined in accordance with the Pricing Grid set forth below.
Commitment Fee:	A commitment fee (the “Commitment Fee”) will accrue on the unused amounts of the commitments under the Revolving Credit Facility. Swingline loans will, for purposes of the commitment fee calculations only, not be deemed to be a utilization of the Revolving Credit Facility. A Lender that is, and for so long as it is, a Defaulting Lender, shall not be entitled to receive a Commitment Fee in respect of its commitment under the Revolving Credit Facility and the amount of such Defaulting Lender’s commitment under the Revolving Credit Facility will be deducted from in the aggregate commitments under the Revolving Credit Facility for purposes of calculating the Commitment Fee payable at any time by the Borrower. Such Commitment Fee will initially be determined based on the Closing Leverage Ratio, with the initial Commitment Fee to be the percentage set forth in the applicable level of the Pricing Grid below that corresponds to the Closing Leverage Ratio. From and after the date on which the Borrower will have delivered financial statements for the for the fiscal quarter ending December 26, 2010, the Commitment Fee will be determined in accordance with the Pricing Grid set forth below. All accrued Commitment Fees will be fully earned and due and payable quarterly in arrears (calculated on a 360-day basis) for the account of the Lenders under the Revolving Credit Facility and will accrue from the Closing Date.

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Letter of Credit Fees:	The Borrower will pay to the Administrative Agent, for the account of the Lenders under the Revolving Credit Facility, letter of credit participation fees equal to the Interest Margin for LIBOR Rate Loans under the Revolving Credit Facility, in each case, on the undrawn amount of all outstanding letters of credit.
Other Fees:	The Lead Arrangers and the Administrative Agent will receive such other fees as will have been agreed in a fee letter between them and the Borrower.
Pricing Grid:	The applicable Interest Margins and the Commitment Fee with respect to the Revolving Credit Facility shall be based on the Consolidated Total Leverage Ratio pursuant to the following grid:

		Interest			Interest
		Margin for			Margin for
	Consolidated Total Leverage	LIBOR Rate			Base Rate			Commitment
Level	Ratio	Loans			Loans			Fee
I	Less than 1.00 to 1.00		2.75	%		1.75	%		0.500	%
II	Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00		3.00	%		2.00	%		0.625	%
III	Greater than or equal to 1.50 to 1.00		3.25	%		2.25	%		0.750	%

13

ANNEX B

$85,000,000 SENIOR SECURED CREDIT FACILITIES SUMMARY OF PROPOSED TERMS AND CONDITIONS

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached.

Conditions to Closing and Initial Extensions of Credit:

Closing and the making of the initial extensions of credit under the Senior Credit Facilities will be subject to the satisfaction of conditions precedent usual and customary for facilities of this type, including, without limitation:

(a)   (i) Financing Documentation reflecting and consistent with the terms and conditions set forth herein, will have been executed and delivered, (ii) the Administrative Agent will have received such customary legal opinions (including, without limitation, opinions of special counsel and local counsel as may be reasonably requested by the Administrative Agent) which such opinions shall permit reliance by permitted assigns of each of the Administrative Agent and the Lenders, documents and other instruments as are customary for transactions of this type including, without limitation, a certificate of the chief financial officer of the Borrower as to the solvency of each Loan Party after giving effect to each element of the Transactions, (iii) all documents, instruments, reports and policies reasonably required to perfect or evidence the Administrative Agent’s first priority security interest in and liens on the Collateral (including, without limitation, all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, and all deposit account and securities account control agreements) will have been executed and/or delivered and, to the extent applicable, be in proper form for filing (including UCC and other lien searches, intellectual property searches, insurance policies, surveys, title reports and policies, landlord waivers and access letters, appraisals and environmental reports), (iv) all representations and warranties set forth in the Financing Documentation shall be true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), (v) all governmental and third party consents and all equityholder and board of directors (or comparable entity management body)

authorizations shall have been obtained and shall be in full force and effect, (vi) there shall not have occurred since December 27, 2009 any event or condition that has had or that could reasonably be expected to have a Material Adverse Effect, (vii) there shall not be (A) any pending or threatened bankruptcy, or (B) any pending or threatened litigation or other proceeding that could reasonably be expected to have a Material Adverse Effect. (viii) all principal, interest and other amounts outstanding in connection with existing debt of the Loan Parties (other than outstanding letters of credit under the Borrower’s existing credit facility, which will be continued under the Financing Documentation, and certain other debt to be agreed) will have been paid in full and all liens securing such debt shall be released and (ix) all fees and expenses due to the Lenders, the Lead Arrangers, the Administrative Agent and counsel to the Lead Arrangers and the Administrative Agent will have been paid.

(b)   The Lead Arrangers will have received, in form and substance reasonably satisfactory to the Lead Arrangers, (i) copies of interim unaudited financial statements for each quarterly period ended since the last audited financial statements for which financial statements are available and (ii) pro forma consolidated financial statements for the Borrower and its subsidiaries for the four-quarter period most recently ended prior to the Closing Date for which financial statements are available giving pro forma effect to the Transactions (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other rules and regulations of the SEC under such Securities Act, and including other adjustments reasonably acceptable to the Lead Arrangers) and a pro forma balance sheet of the Borrower and its subsidiaries as of the Closing Date giving pro forma effect to the Transactions.

(c)   The Lead Arrangers will be reasonably satisfied that, after giving pro forma effect to the Transactions, the ratio of total debt of the Borrower and its subsidiaries as of the Closing Date to consolidated EBITDA of the Borrower and its subsidiaries for the four quarter period ended September 26, 2010 (such ratio, the “Closing Leverage Ratio”), will not exceed 1.75 to 1.00.

(d)   The Loan Parties will have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act.

(e)   Prior to or simultaneously with the closing of the Senior Credit Facilities the Borrower shall have consummated an underwritten initial public offering (other than a public offering

2

pursuant to a registration statement on Form S-4 or S-8) of its common stock (i) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act and (ii) resulting in gross primary proceeds to the Borrower of at least $50 million.

3

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 3 to Registration Statement No. 333-167951 of our report dated April 30, 2010 (June 28, 2010 as to the Company name change in Note 1, and October 6, 2010 as to the subsequent event update in Note 15), relating to the financial statements of Bravo Brio Restaurant Group, Inc. (formerly Bravo Development, Inc. and Subsidiaries) (a majority-owned subsidiary of Bravo Development Holdings, LLC) appearing in the prospectus, which is part of this registration statement.

We also consent to the reference to us under the headings “Selected Historical Consolidated Financial and Operating Data” and “Experts” in such prospectus.

/s/ Deloitte & Touche LLP

Columbus, Ohio

October 6, 2010

EX-23.3

Exhibit 23.3

October 5, 2010

Bravo Brio Restaurant Group, Inc.
777 Goodale Boulevard
Suite 100
Columbus, OH 43212
Attention: Saed Mohseni, CEO and President

     Re: Consent to be Named in Registration Statement

Gentlemen and Ladies:

     The undersigned hereby consents, pursuant to Rule 438 of the Securities Act of 1933, as amended (the “Act”) to be named as a nominee for director of Bravo Brio Restaurant Group, Inc. (the “Company”) in the Registration Statement on Form S-1 under the Act filed by the Company in accordance with the Company’s articles of incorporation and regulations and accepts such nomination. The undersigned also hereby confirms the undersigned’s intent to serve as director of the Company.

Sincerely yours,
 

/s/ James S. Gulmi  

EX-23.4

Exhibit 23.4

October 5, 2010

Bravo Brio Restaurant Group, Inc.
777 Goodale Boulevard
Suite 100
Columbus, OH 43212
Attention: Saed Mohseni, CEO and President

     Re: Consent to be Named in Registration Statement

Gentlemen and Ladies:

     The undersigned hereby consents, pursuant to Rule 438 of the Securities Act of 1933, as amended (the “Act”) to be named as a nominee for director of Bravo Brio Restaurant Group, Inc. (the “Company”) in the Registration Statement on Form S-1 under the Act filed by the Company in accordance with the Company’s articles of incorporation and regulations and accepts such nomination. The undersigned also hereby confirms the undersigned’s intent to serve as director of the Company.

Sincerely yours,
 

/s/ Fortunato N. Valenti