REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2008 • Restaurant Acquisition Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2008, by and among Restaurant Acquisition Partners, Inc., a Delaware corporation (the “Company”), and Mark S. Russell (the “Investor”).
WARRANT AGREEMENTWarrant Agreement • June 30th, 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 • October 5th, 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:
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:
WARRANT AGREEMENTWarrant Agreement • November 21st, 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 New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").
RESTAURANT ACQUISITION PARTNERS, INC. UNDERWRITING AGREEMENTWarrant Agreement • November 21st, 2006 • 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2005 • Restaurant Acquisition Partners, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of October, 2005, 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").
INVESTMENT MANAGEMENT TRUST AGREEMENTManagement Trust Agreement • November 21st, 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 New York 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").
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”).
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").
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 TORestaurant Acquisition Partners, Inc. • April 2nd, 2007 • 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 • November 21st, 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 New York corporation ("Escrow Agent").
RESTAURANT ACQUISITION PARTNERS, INC.Restaurant Acquisition Partners, Inc. • October 28th, 2005
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2008 • Restaurant Acquisition Partners, Inc. • Blank checks • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of June 19, 2008 between Oregano’s Pizza Bistro, Inc., an Arizona corporation (the “Company”) and Mark S. Russell (the “Employee”).
Restaurant Acquisition Partners, Inc. Dated as of October 14, 2005Restaurant Acquisition Partners, Inc. • October 28th, 2005
[Christopher R. Thomas][Clyde E. Culp][John M. Creed] c/o Restaurant Acquisition Partners, Inc. 5950 Hazeltine National Drive, Suite 290 Orlando, Florida 32822
PURCHASE AND SALE AGREEMENT by and among OREGANO’S REAL ESTATE HOLDINGS LLC, MARK S. RUSSELL and CITY SURF MANAGEMENT GROUP, LLC dated as of June 19 , 2008Purchase and Sale Agreement • June 24th, 2008 • Restaurant Acquisition Partners, Inc. • Blank checks • Arizona
AGREEMENT AND PLAN OF MERGER BY AND AMONG RESTAURANT ACQUISITION PARTNERS, INC., OREGANO’S ACQUISITION, INC., OREGANO’S HOLDINGS LLC, OREGANO’S PIZZA BISTRO, INC. AND MARK S. RUSSELL, THE SOLE SHAREHOLDER OF OREGANO’S PIZZA BISTRO, INC. DATED AS OF...Agreement and Plan of Merger • June 24th, 2008 • Restaurant Acquisition Partners, Inc. • Blank checks • Arizona
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 19, 2008, by and among Restaurant Acquisition Partners, Inc., a Delaware corporation (“Parent”), Oregano’s Acquisition, Inc., an Arizona corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), Oregano’s Holdings LLC, a Delaware limited liability company with the Parent as its sole member (“Oregano LLC”), Oregano’s Pizza Bistro, Inc., an Arizona corporation (the “Company”) and the sole shareholder of the Company, Mark S. Russell (“Russell”). Capitalized terms used in this Agreement are defined or otherwise referenced in Article X of this Agreement.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 24th, 2008 • Restaurant Acquisition Partners, Inc. • Blank checks
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made and entered into this -______ day of _________, 2008 by and among Oregano’s Pizza Bistro, Inc., an Arizona corporation (the “Company”), Restaurant Acquisition Partners, Inc., a Delaware corporation (“Parent”) and Mark S. Russell (“Stockholder”).
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”).
