Second Amendment to Stock Warrant Certificate

EX-10.7 5 g02093exv10w7.htm SECOND AMENDMENT TO STOCK WARRANT CERTIFICATE Second Amendment to Stock Warrant Certificate

Exhibit 10.7

SECOND AMENDMENT TO STOCK WARRANT CERTIFICATE

This SECOND AMENDMENT TO STOCK WARRANT CERTIFICATE (“Second Amendment”) is made and entered into as of the ___ day of June, 2006, by and among ROADHOUSE GRILL, INC., a Florida corporation (“Roadhouse”) and Berjaya Group (Cayman) Limited (“Berjaya”)

WITNESSETH:

WHEREAS, Roadhouse had delivered to Berjaya that certain Stock Warrant Certificate dated as of October 6, 2005 (the “Stock Warrant Certificate”), as amended by that certain First Amendment to Stock Warrant Certificate (“Amendment No. 1”); and

WHEREAS, the parties have agreed to change the period in which the Warrant can be exercised.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, Roadhouse and Berjaya agree as follows:

TERMS

	1.		Defined Terms. Capitalized but undefined terms herein shall have the meanings given to them in the Stock Warrant Certificate

	2.		Amendment to Stock Warrant Certificate. The Stock Warrant Certificate is hereby amended as follows:

	a.		The first paragraph of the Stock Warrant Certificate, as previously amended by Amendment No. 1, is hereby amended and restated to read as follows:

			FOR VALUE RECEIVED, BERJAYA GROUP (CAYMAN) LIMITED, or its registered assign(s) (the holder hereof at all times being referred to herein as the “Holder”) is hereby granted the right to purchase from ROADHOUSE GRILL, INC., a Florida Corporation (the “Company”), 4,474,337 shares of the authorized but unissued common stock of the Company, par value $0.03 per share (the “Common Stock”) (collectively, the “Warrant Shares”) at an exercise price of $0.001 per share (the “Exercise Price”), exercisable in whole or in part from time to time, during the exercise period (the “Exercise Period”) that begins on July 1, 2006 and ends on July 1, 2007 (the “Expiration Date”), on the terms and conditions set forth in this Common Stock Warrant Certificate (the “Warrant Certificate”). The rights granted to the holder are sometimes collectively referred to as the “Warrant”.

	b.		The first sentence of section 1.1 of the Stock Warrant Certificate, as previously amended by Amendment No. 1, is hereby amended and restated to read as follows:

			On July 1, 2006, this Warrant shall become exercisable, in whole or in part, at the option of the Holder.

	3.		Reaffirmation. The Company hereby reaffirms all covenants, representations, and warranties made by it, and all Obligations owed by it, pursuant to the Stock Warrant Certificate, as previously amended by Amendment No. 1 (to the extent the same is not amended herein), and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the date this Second Amendment becomes effective (unless a representation and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct, and complete as of such date, except to the extent, if any, amended hereby).

	4.		Reference to and Effect on the Stock Warrant Certificate. Except as specifically amended to or agreed to herein, the Stock Warrant Certificate shall remain in full force and effect and is hereby ratified and confirmed.

	5.		Execution in Counterparts. This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed counterpart of the Second Amendment by facsimile shall have the same effect as delivery of a manually executed counterpart of this Second Amendment.

	6.		Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Florida.

	7.		Headings. Section headings in this Second Amendment are included herein for the convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


ROADHOUSE GRILL, INC.
By:	/s/ Ayman Sabi
	Name:	Ayman Sabi
	Title:	President/CEO

BERJAYA GROUP (CAYMAN) LIMITED
By:	/s/ Francis Lee
	Name:	Francis Lee
	Title:	Authorized Signatory