0001047469-06-009154 Sample Contracts

RESTAURANT ACQUISITION PARTNERS, INC. UNDERWRITING AGREEMENT

Underwriting Agreement • June 30th, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • Florida

• Contract Type
  Underwriting Agreement
• Filed
  June 30th, 2006
• Company
  Restaurant Acquisition Partners, Inc.
• Industry
  Blank checks
• Jurisdiction
  Florida

The undersigned, Restaurant Acquisition Partners, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. ("Ladenburg") and Capital Growth Financial, LLC ("CGF" and together with Ladenburg, "you," or the "Underwriters") as follows:

WARRANT AGREEMENT

Warrant Agreement • June 30th, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • New York

• Contract Type
  Warrant Agreement
• Filed
  June 30th, 2006
• Company
  Restaurant Acquisition Partners, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

This Agreement made as of , 2006 between Restaurant Acquisition Partners, Inc., a Delaware corporation, with offices at 5950 Hazeltine National Drive, Suite 290, Orlando, Florida 32822 ("Company"), and Continental Stock Transfer & Trust Company, a [ ], with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").