ROADHOUSE GRILL, INC. 2703-A GATEWAY DRIVE POMPANO BEACH, FLORIDA 33069 November 17. 2005
Exhibit 10.6
ROADHOUSE GRILL, INC.
0000-X XXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXX 00000
0000-X XXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXX 00000
November 17. 2005
Xxxxx Sabi
c/o Roadhouse Grill, Inc.
0000-X Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
c/o Roadhouse Grill, Inc.
0000-X Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Dear Mr. Sabi:
This letter agreement (“Agreement”) between the parties hereto sets forth the terms under
which Xxxxx Sabi (“Sabi”) , in his role as a stockholder of the Company, will enter into a Voting
Agreement (the “Voting Agreement”) agreeing to vote the shares of the Company’s common stock that
he owns (including the shares owned of record by Tonto Capital Partners, GP) in favor of the
proposed Merger (the “Merger”) between the Company and Steakhouse Partners, Inc. (“Steakhouse”).
The Agreement
Under the terms of that certain Agreement and Plan of Merger, dated as of November 14, 2005
(the “Merger Agreement”), Steakhouse is requiring that Sabi and Tonto enter into a Voting
Agreement under which they agree to support the Merger transaction contemplated by the Merger
Agreement.
For good and valuable consideration, as set forth herein, Sabi hereby agrees to execute the
Voting Agreement pursuant to which they will support the Merger in its role as a stockholder of the
Company. In return, the Company agrees that at the closing of the Merger, it will pay to Sabi a fee
of $50,000 in cash.
Other
This Agreement constitutes the entire agreement between the parties hereof regarding the
subject matter hereof. This Agreement may only be changed by a written agreement signed by the
parties hereof.
The subject headings in this Agreement are provided for the convenience of the reader and do
not make up a part of the Agreement itself.
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This Agreement will be governed and construed in accordance with the laws of the State of
Florida, without regard to the conflicts of laws principles thereof.
If you are in agreement with the foregoing, please sign and return one copy of this Agreement.
Any counterpart copies will constitute one single document with respect to this Agreement.
Sincerely, | ||||
ROADHOUSE GRILL, INC. | ||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: Xxxxxxx X. Xxxxx | ||||
Title: EVP and CFO |
Accepted and agreed to as of the 17th day of November, 2005.
/s/ Xxxxx Sabi
|
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Xxxxx Sabi |
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