REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of May, 2006, by and among Restaurant Acquisition Partners, Inc., a Delaware corporation (the "Company"), and Capital Growth Financial, LLC ("CGF") and Ladenburg Thalmann & Co. Inc. (collectively with CGF, the "IPO Underwriters").
WARRANT AGREEMENTWarrant Agreement • May 9th, 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").
RESTAURANT ACQUISITION PARTNERS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTManagement Trust Agreement • May 9th, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
This Agreement is made as of May , 2006 by and between Restaurant Acquisition Partners, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a corporation (the "Trustee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of May, 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 Creed (each, an "Investor" and collectively, the "Investors").
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 9th, 2006 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 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 Trust & Transfer Company, a corporation ("Escrow Agent").
