PROMISSORY NOTE
Exhibit 2.3
| US$[__________________] | _______________, 2007 |
FOR VALUE RECEIVED, Roadhouse Grill, Inc., a Florida corporation (“Maker”), promises to pay in
lawful money of the United States of America to the order of Berjaya Group (Cayman) Limited, a
corporation organized under the laws of the Cayman Islands (“Payee”), the total principal sum of
_________________ Dollars ($____________), with interest thereon until fully paid as provided herein.
Payee hereby directs that all payments hereunder shall be made at _________________ or to such other
location or by wire transfer to the account of Payee as reasonably directed in writing from time to
time by Xxxxx.
This Note shall bear interest until paid at a rate equal to eight percent (8%) per annum.
Interest shall accrue from the date of this Note and shall be computed on the basis of a year of
365 (or 366, as applicable) days and the actual number of days elapsed. Interest outstanding under
this Note shall be due and payable quarterly beginning on _________________, 2007. The principal
amount of this Note shall be paid due and payable in 12 equal quarterly installments commencing on
the second anniversary of the date of this Note; provided, however, that all outstanding principal
and unpaid and accrued interest under this Note shall be due and payable, in full, on full on
__________________, 2012 (the “Maturity Date”).
Maker may prepay this Note in whole or in part at any time, and from time to time, without
being required to pay any penalty or premium for such privilege. Unless otherwise specified in this
Note, payments of this Note shall be applied by Xxxxx first to interest and lawful charges then
accrued, and then to principal.
The following constitute events of default under this Note (each an “Event of Default”);
provided, however, that prior to the deemed occurrence of an Event of Default, if such event or
circumstance is capable of being cured, (i) Payee shall have given notice to Maker specifying such
event or circumstance and (ii) Maker shall have failed to cure such event or circumstance within
thirty days after the date of Holder’s notice: (a) failure by Maker to pay the principal amount and
interest under this Note when such payment is due; (b) the commencement of any proceedings under
any bankruptcy, insolvency, receivership or similar laws by or against Maker; or (c) the making of
a general assignment by Maker for the benefit of Maker’s creditors. Upon the happening of an Event
of Default, the holder or owner of this Note may accelerate the maturity of this Note, including
principal, and this Note (both principal and interest) shall be immediately due and payable in
full.
It shall also be an Event of Default, but not subject to cure as provided above, if Maker
shall (i) declare or pay any dividend or other distribution, direct or indirect, on account of any
of its capital stock or any other equity interests, now or hereafter outstanding, (ii) make any
repurchase, redemption, retirement or similar payment, purchase or other acquisition for value,
direct or indirect, of any of its capital stock or any other equity interests, now or hereafter
outstanding, (iii) make any payment to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights for the purchase or acquisition of its capital stock or any of
other equity interests, now or hereafter outstanding, (iv) return any of its capital stock or any
other
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equity interests to any shareholders or other equity holders, or make any other distribution of
property or assets or (v) pay any management or employment compensation or fees or any other fees
or expenses (other than reimbursement of ordinary and necessary business expenses) pursuant to any
management, employment, consulting or other services agreement to any of its shareholders or other
equityholders or to any officers, directors or managers of its shareholders, equity holders or
other affiliates; provided, however, that it may pay the merger consideration to its public
shareholders in connection with the Merger (as defined in the Agreement) and dividends or other
payments to Xxxxx’x (A) in amounts necessary to pay customary administrative expenses of Maker in
the ordinary course of its business, (B) to the extent, and only to the extent, of the first
$9,500,000 of cumulative Net Proceeds (as defined in the Agreement) received by Maker from the
activities described in Item 3.5 of the RHG Disclosure Letter (as defined in the Agreement), (C) in
amounts necessary to pay taxes when due and owing by Xxxxx’x or its shareholders, members or
partners based on or measured by Maker’s net income or Maker’s pro rata contribution to the
consolidated tax liability of Maker, Xxxxx’x and its other consolidated subsidiaries, (D) in
amounts necessary for Xxxxx’x to cause to be paid the Additional Consideration due under the
Agreement, and (E) to repay loans made by Xxxxx’x or its affiliates; provided further,
however, that no such payment described in the preceding proviso shall be made if an Event
of Default shall have occurred and be continuing or would result from the making of any such
payment.
The internal law, without regard to conflicts of laws principles, of the State of Florida will
govern all questions concerning the construction, validity and interpretation of this Note and the
performance of the obligations imposed by this Note. Should any term or provision of this Note be
declared invalid, such determination shall not affect the remaining provisions of this Note, which
shall remain in full force and effect. Notwithstanding any provision contained in this Note to the
contrary, the Payee shall not be entitled to receive, collect, or apply as interest on the
obligation evidenced by this Note, any amount in excess of the maximum rate of interest permitted
by applicable law.
This Note has been executed as of the ________ day of __________, 2007, in the City of
_________________, State of Florida.
| Roadhouse Grill, Inc. |
||||
| By: | ||||
| _________________, President | ||||
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