The Investment shall be subject to certain closing conditions precedent, including but not limited to: 1. Satisfactory completion on or before October 25, 2010 of SII 's legal, regulatory, financial, tax, accounting, business and strategic due diligence on GTIM and DT. 2. The assets of GTIM and those of DT will not have been materially diminished and no extraordinary liabilities or obligations will have been incurred by GTIM or DT. The sale of any restaurant shall be considered material for purposes of this condition. 3. GTIM and DT will not have pledged any of their assets and will keep such assets free of any and all encumbrances except those existing on the date of this Term Sheet or agreed to by SII prior to the Closing. 4. Absence of any material adverse change in the business of GTIM or DT, as it exists on the date of this Term Sheet. 5. Completion of the SPA on terms satisfactory to SII and GTIM, including appropriate representations, warranties, covenants and conditions and such other agreements related to the Investment as SII shall reasonably require. 6. A representation by SII of its investment intent with respect to its acquisition of the Common Shares in conformity with applicable securities laws. 7. The implementation of a new Management Incentive Program acceptable to SII and GTIM. 8. All requisite approvals of the Transaction required by the Company, its Board of Directors and its shareholders, including the obtaining by GTIM for its shareholders of an independent opinion on the fairness of the Transaction. 9. All required consents from lenders, landlords and others including but not limited to Wells Fargo Bank. 10. Confirmation that the Transaction will not impair GTIM's ability to continue its current Nasdaq listing following the Closing. | 