RESTAURANT ACQUISITION PARTNERS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • 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 AGREEMENTWarrant Agreement • October 3rd, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • 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").
INVESTMENT MANAGEMENT TRUST AGREEMENTManagement Trust Agreement • October 3rd, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
This Agreement is made as of , 2006 by and between Restaurant Acquisition Partners, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a corporation (the "Trustee").
