REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2007 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 15th day of December, 2006, by and among: Restaurant Acquisition Partners, Inc., a Delaware corporation (the “Company”); and each of Christopher R. Thomas, Clyde E. Culp III and John M. Creed (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT among RESTAURANT ACQUISITION PARTNERS, INC. and CAPITAL GROWTH FINANCIAL, LLC Dated: December 15, 2006Underwriting Agreement • April 2nd, 2007 • Restaurant Acquisition Partners, Inc. • Blank checks • Florida
The undersigned, Restaurant Acquisition Partners, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Capital Growth Financial, LLC (“CGF”) and with the other underwriters named on Schedule I hereto for which CGF is acting as Representative (the “Representative” and, together with the other underwriters, the “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2007 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
This Agreement is made as of December 15, 2006 by and between Restaurant Acquisition Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • April 2nd, 2007 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
This Agreement made as of December 15, 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 New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THIS WARRANT WILL BE VOID IF REDEEMED OR NOT EXERCISED PRIOR TOWarrant Agreement • April 2nd, 2007 • Restaurant Acquisition Partners, Inc. • Blank checks
THIS CERTIFIES THAT, for value received ____________________________ is the registered holder of a Warrant or Warrants expiring December 20, 2010 or earlier upon redemption (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Restaurant Acquisition Partners, Inc., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) December 20, 2007, such number of Shares of the Company at the price of $4.50 per share, upon surrender of this Warrant Certificate accompanied by the annexed duly executed exercise form and payment of the warrant price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be m
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 2nd, 2007 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 15, 2006 (“Agreement”), by and among Restaurant Acquisition Partners, Inc., a Delaware corporation (the “Company”), Christopher R. Thomas, John M. Creed and Clyde E. Culp III (collectively “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
