AGREEMENT AMONG BERJAYA GROUP (CAYMAN) LIMITED, PRIME GAMING PHILIPPINES, INC., STEVE SATERBO, AND TONTO CAPITAL PARTNERS, GP (SELLERS), ROADHOUSE GRILL, INC., RHG ACQUISITION CORPORATION, AND DUFFY’S HOLDINGS, INC.Agreement • April 10th, 2007 • Roadhouse Grill Inc • Retail-eating places • Florida
Berjaya, Saterbo and Tonto (individually a “Seller” and collectively the “Sellers”) are the owners of an aggregate of 24,996,342 shares (the “Shares”) of the common stock, par value $0.03 per share (the “Common Stock”), of RHG representing 85.5% of the issued and outstanding shares of capital stock of RHG.
BILL OF SALEBill of Sale • April 10th, 2007 • Roadhouse Grill Inc • Retail-eating places
THIS BILL 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”).
PROMISSORY NOTERoadhouse Grill Inc • April 10th, 2007 • Retail-eating places
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”).
