Amendment to Stock Warrant Certificate



 






Exhibit 4.2




FIRST AMENDMENT TO STOCK WARRANT CERTIFICATE




          This FIRST AMENDMENT TO STOCK WARRANT CERTIFICATE (“First Amendment”) is made and entered into
as of the 17th day of November, 2005, 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”);




          WHEREAS, the parties have agreed to postpone first date on which the Stock Warrant Certificate
can be exercised until March 1, 2006;




          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
amended as follows:






	 	a.	 	The first paragraph of the Stock Warrant Certificate is amended and
restated 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 March 1, 2006 and ends on March 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 is
amended and restated as follows:





 









 





	 	 	 	On March 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 (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 First 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 First 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 First Amendment by facsimile shall have the same effect as delivery of a manually
executed counterpart of this First Amendment.
	 
	 	6.	 	Governing Law. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Florida.
	 
	 	7.	 	Headings. Section headings in this First Amendment are included herein for the
convenience of reference only and shall not constitute a part of this First Amendment for
any other purpose.




[Signatures on Following Page]




 









 








     IN WITNESS WHEREOF, the parties have caused this First 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