CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this "Agreement") is entered into as of September 30, 1998, between ROADHOUSE GRILL, INC., a Florida corporation (the "Company"), and BERJAYA GROUP (CAYMAN) LIMITED ("Berjaya"), a Cayman Islands...Conversion Agreement • October 13th, 1998 • Berjaya Group Cayman LTD • Retail-eating places • Florida
ROADHOUSE GRILL, INC. 2703-A GATEWAY DRIVE POMPANO BEACH, FLORIDA 33069 November 17, 2005Merger Agreement • December 5th, 2005 • Berjaya Group Cayman LTD • Retail-eating places • Florida
This letter agreement (“Agreement”) between the parties hereto sets forth the terms under which Berjaya Group (Cayman) Limited (“Berjaya”) shall, in their role as a secured lender to Roadhouse Grill, Inc. (the “Company”), approve the proposed Merger (the “Merger”) between the Company and Steakhouse Partners, Inc. (“Steakhouse”), and, in their role as a stockholder of the Company, enter into a Voting Agreement (the “Voting Agreement”) agreeing to vote the shares of the Company’s common stock that they own in favor of the Merger.
VOTING AGREEMENTVoting Agreement • December 5th, 2005 • Berjaya Group Cayman LTD • Retail-eating places • Delaware
This VOTING AGREEMENT (the “Agreement”) is made and entered into as of November 17, 2005, between and among STEAKHOUSE PARTNERS, INC., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of ROADHOUSE GRILL, INC., a Florida corporation (the “Company”). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
ROADHOUSE GRILL, INC. 2703-A Gateway Drive Pompano Beach, Florida 33069 November 17, 2005Loan Agreement • December 5th, 2005 • Berjaya Group Cayman LTD • Retail-eating places
Berjaya Group (Cayman) Limited c/o Berjaya Group Berhad 11th Floor, Menara Berjaya, KL Plaza 179 Jalan Bukit Bintang 55100 Kuala Lampur, Malaysia Attn: Mr. Francis Lee
