Public in and for the said County, in the State
aforesaid, DOES HEREBY CERTIFY that Andrew Wiederhorn, the Chief Executive
Officer of Bonanza Restaurant Company, a Delaware general partnership, who is
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the said instrument as his/her own free and
voluntary act and as the free and voluntary act of said corporation, for the
uses and purposes therein set forth.
GIVEN under my hand and notarial seal this _____ day of ________________,
20____.
Notary Public
My Commission Expires:
[signature page to Securities Purchase Agreement]
43
EXHIBIT A
FORM OF DEBENTURES
44
EXHIBIT B
FORM OF SECURITY AGREEMENT
45
EXHIBIT C
FORM OF GUARANTY
46
EXHIBIT D
FORM OF PLEDGE AGREEMENT
47
EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE
48
EXHIBIT F
FORM OF FEE DEBENTURE
49
EXHIBIT G
FORM OF USE OF PROCEEDS CONFIRMATION
50
EXHIBIT H
FORM OF VALIDITY CERTIFICATE
51
SCHEDULE 2.30
PERMITTED LIENS
N/A
52
SCHEDULE 6.1
SUBSIDIARIES
Fatburger North America, Inc.
Buffalo's Franchise Concepts, Inc. (Nevada)
Buffalo's Franchise Concepts, Inc. (Georgia)
BFCI of Georgia, Inc.
Ponderosa Franchising Company
Bonanza Restaurant Company
Ponderosa International Development, Inc.
Puerto Rico Ponderosa, Inc.
53
SCHEDULE 6.15
IP RIGHTS
Please see attachment
54
SCHEDULE 6.21
BANK ACCOUNTS; BUSINESS LOCATIONS
Bank Accounts
See Attachment
Business Location(s):
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA 90212
55