REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 22, 2001, by and among McCormick & Schmick Holdings, LLC, a Delaware limited liability company (together with its successors, the LLC), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (BRS), Castle Harlan Partners III, L.P., a Delaware limited partnership (Castle Harlan), Julie Frist (Frist), Marilena Tibrea (Tibrea), David B. Pittaway (Pittaway), Mellon Bank, N.A., as trustee for the Bell Atlantic Master Trust (Bell Atlantic), BancBoston Capital, Inc., a Massachusetts corporation (BancBoston), IBJ Whitehall Capital Corporation, a Delaware corporation (IBJ), Richard F. Burke, Jr. (Burke), Robert A. Engel (Engel), Mary Price Gay (Gay), Elliott H. Jones (Jones), Phillip Krall (Krall), H. Conrad Meyer (Meyer), Charles G. Phillips (Phillips), Phillips Family Foundation (Phillips Foundation), Craig J. Pisani (Pisani), James R. Raith, Jr. (Raith), Tom Steiglehner (Steiglehner, together with BancBoston, IBJ, Burke, Engel, Gay, Jones, Krall, Meyer, Phillips, Phillips Foundation, Pisani and Raith, the Investors, together with BRS, Castle Harlan, Frist, Tibrea, Pittaway and Bell Atlantic, the Initial Parties), and each executive or other employee of the LLC or any of its Subsidiaries who becomes a member of the LLC pursuant to the terms and conditions of the LLC Agreement after the date hereof and executes a joinder in the form attached hereto as Exhibit A (individually, an Executive, and collectively, the Executives, together with the Initial Parties, the Members, and each individually, a Member, as set forth on Schedule I attached hereto (which Schedule I shall be amended from time to time by the LLC to reflect the addition of any Members to this Agreement)).  Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1 below.

WHEREAS, the Initial Parties (other than Bell Atlantic) have acquired a number of the LLCs Class A-I Units pursuant to that certain Subscription Agreement, dated as of the date hereof, by and among the LLC and such parties (as in effect from time to time, the Subscription Agreement);

WHEREAS, Bell Atlantic has acquired that certain Class A-2 Common Units Purchase Warrant (the Warrant) pursuant to that certain Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among Bell Atlantic, McCormick & Schmick Acquisition Corp. II and the LLC (as in effect from time to time, the Stock Purchase Agreement), which represent the right to purchase a number of the LLCs Class A-2 Units;

WHEREAS, it is contemplated that certain Executives will (i) be issued a number of Class B Units and Class C Units by the LLC pursuant to certain Executive Subscription Agreements as soon as practicable after the date hereof and (ii) in connection with such issuance, will become parties to this Agreement as Executives; and

WHEREAS, the LLC has agreed to provide the registration rights set forth in this Agreement to induce the Initial Parties to enter into the Subscription Agreement and the Stock Purchase Agreement, respectively.

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 hereby agree as follows:

1.             Definitions.  As used herein, the following terms shall have the following meanings.

Affiliate shall mean, as to any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

BRS has the meaning set forth in the introductory paragraph hereof.

BRS Registrable Securities means (i) any Common Units issued or issuable to BRS, Frist or Tibrea pursuant to the Subscription Agreement, (ii) any Common Units or other common equity securities of the LLC subsequently acquired by BRS, any of its Affiliates, Frist or Tibrea, and (iii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) or (ii) above by way of recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange.  As to any particular BRS Registrable Securities, such securities shall cease to be BRS Registrable Securities when they have been (x) distributed to the public pursuant to an offering registered under the Securities Act, (y) sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), or (z) acquired by any Executive.  For purposes of this Agreement, a Person will be deemed to be a holder of BRS Registrable Securities whenever such Person has the right to acquire directly or indirectly such BRS Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

Castle Harlan has the meaning set forth in the introductory paragraph hereof.

Castle Harlan Registrable Securities means (i) any Common Units issued or issuable to Castle Harlan or Pittaway pursuant to the Subscription Agreement, (ii) any Common Units or other common equity securities of the LLC subsequently acquired by Castle Harlan, any of its Affiliates or Pittaway, and (iii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) or (ii) above by way of recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange.  As to any particular Castle Harlan Registrable Securities, such securities shall cease to be Castle Harlan Registrable Securities when they have been (x) distributed to the public pursuant to an offering registered under the Securities Act, (y) sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), or (z) acquired by any Executive.  For purposes of this Agreement, a Person will be deemed to be a holder of Castle Harlan Registrable Securities whenever such Person has the right to acquire directly or indirectly such Castle Harlan Registrable Securities (upon conversion or exercise in

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connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

Class A Units means the Class A-1 Units and the Class A-2 Units.

Class A-1 Units has the meaning set forth in the LLC Agreement.

Class A-2 Units has the meaning set forth in the LLC Agreement.

Class B Units has the meaning set forth in the LLC Agreement.

Class C Units has the meaning set forth in the LLC Agreement.

Common Units means the Class A Units, the Class B Units and the Class C Units.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Executive Registrable Securities means (i) any Common Units or other common equity securities of the LLC acquired by the Executives, and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange; provided, that if any such Common Units, common equity securities or other securities are subject to vesting pursuant to the terms of any Executive Subscription Agreement or any other agreement between the LLC or any of its Subsidiaries and the Executive, such Common Units, common equity securities or other securities shall be Executive Registrable Securities only if, and only to the extent that, they have vested pursuant to the terms of such agreement.  As to any particular Executive Registrable Securities, such securities shall cease to be Executive Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force).

Executive Subscription Agreement means any Executive Subscription Agreement, entered into after the date hereof, by and between the LLC and a certain Executive, as in effect from time to time, by which the LLC issues, and such Executive acquires, a number of the LLCs Class B Units and/or Class C Units.

Investor Registrable Securities means (i) any Common Units issued or issuable (A) to Bell Atlantic (including, without limitation, Common Units issued or issuable upon exercise of the Warrant (whether or not exercised)) or (B) to the Investors pursuant to the Subscription Agreement, (ii) any Common Units or other common equity securities of the LLC subsequently acquired by Bell Atlantic or the Investors, and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or (ii) above by way of recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange.  As to any particular Investor Registrable Securities, such securities shall cease to be Investor Registrable Securities when they have been distributed to the public pursuant to an

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offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force).  For purposes of this Agreement, a Person will be deemed to be a holder of Investor Registrable Securities whenever such Person has the right to acquire directly or indirectly such Investor Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

LLC Agreement means that certain Amended and Restated Limited Liability Company Agreement of McCormick & Schmick Holdings, LLC, dated as of the date hereof, by and among the LLC and each of the Initial Parties, as in effect from time to time.

Members has the meaning set forth in the introductory paragraph hereof.

Members Agreement means that certain Members Agreement, dated as of the date hereof, by and among the LLC and each of the Initial Parties, as in effect from time to time.

Person means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof

Registrable Securities means, collectively, (i) BRS Registrable Securities, (ii) Castle Harlan Registrable Securities, (iii) Executive Registrable Securities and (iv) Investor Registrable Securities.

Registration Expenses means (i) all expenses incident to the LLCs performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the LLC and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the LLC, transfer taxes, fees of transfer agents and registrars and fees of the National Association of Securities Dealers, Inc. and (ii) the reasonable fees and disbursements of one counsel for the holders of Registrable Securities, which counsel shall be chosen by the Required Holders, and counsel for BRS or Castle Harlan if its counsel is not counsel to the holders of Registrable Securities.

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