AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 2nd, 2005 • Roadhouse Grill Inc • Retail-eating places • Florida
AMENDED AND RESTATED LOAN AGREEMENT between BERJAYA GROUP (CAYMAN) LIMITED (as Lender) and ROADHOUSE GRILL, INC. (as Borrower) As of October 6, 2005Loan Agreement • November 2nd, 2005 • Roadhouse Grill Inc • Retail-eating places • Florida
This Agreement dated as of October 6, 2005, is between BERJAYA GROUP (CAYMAN) LIMITED, a Cayman Islands corporation (the “Lender”), and ROADHOUSE GRILL, INC., a Florida corporation (the “Borrower”). The Borrower’s obligation to repay any line of credit loan described in this Agreement is contained in that certain Amended and Restated Line of Credit Promissory Note in the principal amount of Three Million Two Hundred Fifty Thousand and No/100 Dollars ($3,250,000.00) of even date herewith and any additional promissory notes now or hereafter executed and delivered by the Borrower to the Lender and any renewals, modifications, restatements, amendments and extensions thereof (collectively, the “Note”), which is expressly NOT incorporated herein pursuant to Section 201.08(6), Florida Statues and Rules 12B-4.052(6)(b) and (12)(g), Florida Administrative Code. This Agreement amends and restates, but does not satisfy, discharge or repay, or constitute a novation of, the Loan Agreement dated as
ContractRoadhouse Grill Inc • November 2nd, 2005 • Retail-eating places • Florida
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. ROADHOUSE GRILL, INC. (THE “COMPANY”) WILL TRANSFER SUCH WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF ONLY UPON RECEIPT OF AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
