BILL OF SALE
Exhibit 2.4
XXXX OF SALE
THIS
XXXX OF SALE is made and entered into as of April ____, 2006 by Roadhouse Grill, Inc., a
Florida corporation (“Seller”), in favor of Berjaya Group (Cayman) Limited, a Cayman Islands
corporation (“Buyer”).
In consideration of a total purchase price of $2,000,000, the receipt and sufficiency of which
hereby are acknowledged, Seller sells, assigns, transfers, conveys and delivers to Buyer, all of
Seller’s right, title, and interest in and to the copyrights, trademarks and other intellectual
property rights set forth in Exhibit A attached hereto and made a part hereof
(collectively, the “IP Assets”) in each of the countries listed in Exhibit B attached
hereto and made a part hereof (the “Territory”; the rights, title and interest of Seller in the IP
Assets in the Territory being hereinafter referred to as the “Asia/Middle East Assets”) solely for
use in the Territory. Nothing contained herein shall be construed as transferring Seller’s right,
title and interest in and to the IP Assets outside the Territory or for use on the Internet.
THE ASIA/MIDDLE EAST ASSETS ARE SOLD “AS-IS” “WHERE IS” WITHOUT ANY WARRANTIES, EXPRESS OR
IMPLIED, AS TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR CONDITION. BY ACCEPTING
THIS XXXX OF SALE, BUYER ACCEPTS THE PROPERTY “AS-IS” AND “WHERE IS”.
Seller shall deliver any and all other instruments or documents required to be delivered
pursuant to, or necessary or proper in order to give effect to, the provisions of this Xxxx of
Sale, including, without limitation, all instruments of transfer as may be necessary or desirable
to transfer title to all of the Seller’s rights in and to the Asia/Middle East Assets and to
consummate the transactions contemplated by this Xxxx of Sale; provided such delivery shall be at
no additional cost or expense to Seller. When reasonably requested by Buyer, Seller agrees to
cooperate with Buyer in connection with any disputes or litigation involving ownership or use of
the Asia/Middle East Assets in the Territory that may arise after the date hereof, it being
understood that (i) such cooperation shall be at no cost or expense to Seller, and (ii) no
personnel of Seller shall be required to travel outside of South Florida in connection therewith.
This Xxxx of Sale shall also constitute an assignment of Seller’s entire right, title, and
interest in any Asia/Middle East Assets for which an assignment is necessary or appropriate to
transfer such right, title, and interest.
This Xxxx of Sale shall be governed by and construed in accordance with the laws of the State
of Florida without giving effect to any conflicts of law provisions.
IN WITNESS WHEREOF, the undersigned has executed this Xxxx of Sale as of the date first
written above.
SELLER:
ROADHOUSE GRILL, INC., a Florida corporation
| By: | ||||
| Name: | ||||
| Title: | ||||
EXHIBIT A
IP ASSETS
All copyrights, trademarks, service marks, trade dress, trade names, logos, designs, markings,
styles, symbols, menus, style of cuisine, ambience, cookbooks, recipes and/or ingredients used in
the operation of a “ROADHOUSE GRILL RESTAURANT,” including, without limitation, the following:
[LIST ALL, INCLUDING ALL RELEVANT REGISTRATION INFORMATION IN EACH COUNTRY IN THE TERRITORY]
EXHIBIT B
TERRITORY
[LIST HERE THE PACIFIC RIM, ASIAN, AND MIDDLE EASTERN COUNTRIES WHERE BUYER IS ACQUIRING
ASIA/MIDDLE EAST ASSETS AND WHERE SELLER IS TO DISCONTINUE ITS USE OF THE IP ASSETS — Text and
marked maps may be included.]
