Insider Warrant Subscription Agreement between Restaurant Acquisition Partners, Inc. and Investor (April 24, 2006)
This agreement is between Restaurant Acquisition Partners, Inc. and an investor, who agrees to purchase 500,000 insider warrants at $0.64 each, totaling $320,000. The purchase is contingent on the company's initial public offering (IPO); if the IPO does not occur, the purchase price is refunded. The investor agrees not to sell or transfer the warrants or underlying shares until 30 days after a business combination, with limited exceptions. The investor also waives rights to trust fund distributions in case of liquidation and may exercise the warrants on a cashless basis if redeemed.
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Exhibit 10.8
As of April 24, 2006
To the Board of Directors of
Restaurant Acquisition Partners, Inc.:
Gentlemen:
The undersigned hereby subscribes for and agrees to purchase 500,000 warrants (the "Insider Warrants"), each to purchase one share of common stock of Restaurant Acquisition Partners, Inc. (the "Company"), at $0.64 per Insider Warrant for an aggregate purchase price of $320,000 ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Company's initial public offering of securities ("IPO").
At least 24 hours prior to the consummation of the IPO, the undersigned shall deliver the Purchase Price to the Company to hold until the Company consummates the IPO. Simultaneously with the consummation of the IPO, the Company will deposit the Purchase Price into the trust fund ("Trust Fund") established by the Company for the benefit of certain stockholders as described in the Company's Registration Statement. If the IPO is not consummated, the Company shall return the Purchase Price to the undersigned, without interest or deduction.
The undersigned represents and warrants that it has been advised that the Insider Warrants have not been registered under the Securities Act of 1933, as amended (the "Securities Act"); that it is acquiring the Insider Warrants for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that it is an "accredited investor" as defined by Rule 501 of Regulation D promulgated under the Securities Act; and that it is familiar with the proposed business, management, financial condition and affairs of the Company.
Moreover, the undersigned agrees that he shall not sell or transfer the Insider Warrants or any underlying securities (collectively, "Insider Securities") until 30 days after the Company consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business ("Business Combination") and acknowledges that the certificates of such Insider Warrants shall contain a legend indicating such restriction on transferability except the undersigned shall be permitted to sell or transfer the Insider Warrants and underlying securities to his immediate family, trusts established for the benefit of such holders or members of his immediate family and other entities wholly-owned by the undersigned or members of his immediate family. If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of common stock included within the Insider Securities owned by him in accordance with the majority of the votes cast by the holders of the shares of common stock issued in the IPO. Additionally, the undersigned hereby waives, with respect to the Insider Warrants, any and all right, title, interest or claim of any kind ("Claim") in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of the liquidation of the Company.
The Company hereby acknowledges and agrees that, if the Company calls the warrants for redemption pursuant to that certain Warrant Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company in connection with the Company's IPO, the Company shall allow the undersigned to exercise the Insider Warrants on a "cashless basis" pursuant to Section 3.3.1 of the Warrant Agreement.
Very truly yours,
Agreed to:
Restaurant Acquisition Partners, Inc.
By:
Name:
Title:
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