EXHIBIT B
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AGREEMENT
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This Agreement (the "Agreement"), dated December 19, 1998, is by and
between Harvest Restaurant Group, Inc., a Texas corporation ("Harvest"), and the
undersigned holder of shares of common stock of Harvest.
Recitals:
The undersigned shareholder desires to evidence such shareholder's
agreement to vote the shares of Common Stock of Harvest that such shareholder
owns (collectively, the "Shares") in favor of an amendment to Harvest's articles
of incorporation that will increase the number of authorized shares of Harvest
Common Stock to not less than 100,000,000.
It is anticipated that such a proposed amendment will be presented to the
shareholders of Harvest for their approval pursuant to a definitive proxy
statement mailed to all holders of Harvest capital stock entitled to vote
thereon.
The investors in the Series D Preferred Stock of Harvest to be issued
concurrently with the merger of TRC Acquisition Corporation into Hartan, Inc., a
wholly-owned subsidiary of Harvest, are relying upon, among other things, this
Agreement in agreeing to invest in Harvest.
Agreement:
In consideration of the foregoing, the undersigned shareholder hereby
agrees to vote all of such holder's Shares in favor of any proposal to amend the
Articles of Incorporation of Harvest to increase the number of authorized shares
of Common Stock to an amount not less than 100,000,000. SHAREHOLDER:
Brookhaven Capital Corporation
By: /s/ Xxxx X. Xxxxxxx
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Signature
December 19, 1998 Xxxx X. Xxxxxxx, Chairman
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Date Name: Please Print
HARVEST RESTAURANT GROUP, INC.
January 14, 1999 By: /s/ Xxxxxxx X. Xxxxxxxx
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Date Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
