THIS WARRANT WILL BE VOID IF REDEEMED OR NOT EXERCISED PRIOR TO
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NUMBER
W-
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WARRANTS
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[SYMBOL]
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THIS
WARRANT WILL BE VOID
IF
REDEEMED OR NOT
EXERCISED
PRIOR TO
5:00 P.M.
NEW YORK CITY TIME
ON
DECEMBER 20, 2010
RESTAURANT
ACQUISITION
PARTNERS, INC.
CUSIP
761250
11 7
WARRANT
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 made by check made payable to the Warrant Agent), but only subject
to the conditions set forth herein and in the Warrant Agreement between the
Company and Continental Stock Transfer & Trust Company (the "Warrant
Agreement"). [Solely
in the Warrants included in the Units issuable pursuant to the Underwriters
Option and in the Insider Warrants sold in the concurrent Private
Placement]:
In lieu
of exercising the Warrant pursuant to the immediately preceding sentence, the
Warrant holder shall have the right to require the Company to convert the
Warrant, in whole but not in part, into Shares, by surrendering this Warrant
Certificate accompanied by the annexed duly executed exercise form, with the
cashless exercise section completed, to the office or agency of the Warrant
Agent, subject to the conditions set forth herein and in the Warrant Agreement.]
The Warrant Agreement provides that upon the occurrence of certain events,
the
Warrant Price and the number of Shares purchasable hereunder, set forth on
the
face hereof, may, subject to certain conditions, be adjusted. The term Warrant
Price as used in this Warrant Certificate refers to the price per Share at
which
Shares may be purchased at the time the Warrant is exercised.
No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up or down
to the nearest whole number the number of Shares to be issued to such
holder.
Upon
any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or his
assignee a new Warrant Certificate covering the number of Shares for which
the
Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent
by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the
aggregate a like number of Warrants.
Upon
due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to redeem the Warrant, in whole but not in part,
at
any time prior to its exercise, with a notice of redemption in writing to the
holders of record of the Warrant, giving 30 days' notice of such redemption
at any time after the Warrant becomes exercisable if the last sale price of
the
Shares has been at least $8.50 per share on each of 20 trading days within
any
30 trading day period ending on the third business day prior to the date on
which notice of such redemption is given. The redemption price of the Warrants
is to be $.01 per Warrant. Any Warrant either not exercised or tendered back
to
the Company by the end of the date specified in the notice of redemption shall
be canceled on the books of the Company and have no further value except for
the
$.01 redemption price.
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By:
_____________________________________
President
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By:
_____________________________________
Secretary
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EXERCISE
FORM
Form
to
be used to exercise Warrant:
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Orlando,
FL 32822
Date:
__________, 200__
The
undersigned hereby elects irrevocably to exercise all of the within Warrants
and
to purchase shares of Common Stock of Restaurant Acquisition Partners, Inc.
and hereby makes payment of $_______ (at the rate of $______ per share of Common
Stock) in payment of the Warrant price pursuant thereto. Please issue the Common
Stock as to which the within Warrants are exercised in accordance with the
instructions given below.
[Solely
in the Warrants included in the Units issuable pursuant to the Underwriters
Option and in the Insider Warrants sold in the concurrent Private
Placement:
or
The
undersigned hereby elects irrevocably to convert its right to purchase
__________ shares of Common Stock purchasable under the within Warrants by
surrender of the unexercised portion of the attached Warrants (with a "Value"
of
$_____ based on a "Current Market Price" of $ less the exercise price of
$______). Please issue the shares of Common Stock as to which the within
Warrants are exercised in accordance with the instructions given
below.]
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Signature
________________________________
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Signature
Guaranteed
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INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
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Name
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(Print
in Block Letters)
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Address
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Social
Security or Tax Identification Number
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NOTICE:
THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE WITHIN WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
A
REGISTERED NATIONAL SECURITIES EXCHANGE.
ASSIGNMENT
To
Be
Executed by the Registered Holder in Order to Assign Warrants
For
Value
Received,______________ hereby sell, assign, and transfer unto
____________________________________________________________
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
____________________________________________________________
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
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and
be delivered to
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(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
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of
the
Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint Attorney to transfer this Warrant Certificate on the
books of the Company, with full power of substitution in the
premises.
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Dated:
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______________________________________
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(SIGNATURE)
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THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.