ASSET PURCHASE AGREEMENT BY AND AMONG RUTH’S CHRIS STEAK HOUSE, INC. THOMAS J. MORAN, Jr., individually AND PRIME STEAK – CHICAGO, INC., a Louisiana Corporation; PRIME STEAK – TROY, L.L.C., a Louisiana Limited Liability Company; PRIME STEAK –...Asset Purchase Agreement • May 3rd, 2006 • Ruths Chris Steak House, Inc. • Louisiana
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) made this 24th day of April, 2006, by and among Ruth’s Chris Steak House, Inc. (“RCSH”), a Delaware corporation, and, if applicable, one or more affiliates to whom it may assign its purchase rights before closing including, without limitation, RCSH Operations, L.L.C., a Louisiana limited liability company (“RCSH LLC”) and RCSH Operations, Inc., a California corporation (“RCSH Inc.”) (collectively, RCSH, its assignees, RCSH LLC and RCSH Inc. being referred to hereinafter as the “Purchaser”); THOMAS J. MORAN, Jr., individually and as the sole equity owner in each corporate Seller and as the 99% membership owner in each limited liability company Seller (“Moran” and as a “Seller”); and the following entities (each also a “Seller” and collectively with Moran the “Sellers”): PRIME STEAK – CHICAGO, INC., a Louisiana Corporation; PRIME STEAK – TROY, L.L.C., a Louisiana Limited Liability Company; PRIME STEAK – JACKSONVILLE, L.L.C., a Louisiana Lim
