Exhibit
10.1
September 25,
2006
Restaurant
Acquisition Partners, Inc.
5950 Hazeltine
National Drive, Suite 290
Orlando, FL
32822
Capital Growth
Financial, LLC
225 NE Mizner
Boulevard, Suite 750
Boca Raton, FL
33432
Re: Initial
Public Offering
Ladies and
Gentlemen:
Each of the
undersigned officers, directors and stockholders of Restaurant
Acquisition Partners, Inc. (the " Company "),
in consideration of Capital Growth Financial, LLC (the "
Underwriter ") consummating the transactions
contemplated by the underwriting agreement to be dated as of
December 15, 2006 between the Company and the Underwriter (the "
Underwriting Agreement ") relating to the Company's
initial public offering (" IPO "), hereby severally
and jointly agree as follows (certain capitalized terms used herein
are defined in paragraph 11 hereof):
1. If the Company solicits approval of its
stockholders of an Initial Transaction, each of the undersigned
will vote all Insider Shares owned by him in accordance with the
majority of the votes cast by the holders of the IPO Shares and all
shares of Company Common Stock acquired by him in the IPO or in the
aftermarket in favor of the Initial Transaction.
2. Each of the undersigned will escrow his Insider
Shares until one year after the date of the consummation of an
Initial Transaction, subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned
and Continental Stock Transfer & Trust Company as escrow
agent.
3. If the Company fails to consummate an Initial
Transaction within 18 months from the initial closing of the
IPO (or 24 months under the circumstances described in the
prospectus relating to the IPO (the "Prospectus")), each of the
undersigned will take all reasonable actions within his power to
cause the Company to liquidate as soon as reasonably practicable.
Each of the undersigned hereby waives any and all right, title,
interest or claim of any kind (" Claim ") in or to
any distribution of the amount on deposit in the trust account at
JPMorgan Chase (as described in the Prospectus) with respect to his
Insider Shares and waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or
agreements with the Company to or against the trust account and
will not seek recourse against the trust account for any reason
whatsoever, in each case except in connection with exercising his
rights with respect to any shares of Company common stock acquired
by him in the IPO or in the aftermarket. Each of the undersigned
(severally and not jointly) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably paid in investigating, preparing
or defending against any litigation, whether pending or threatened,
or any claim whatsoever) which the Company may become subject to as
a result of any claim by any vendor that is owed money by the
Company for services rendered or products sold (the "
Loss ") but only to the extent necessary to ensure
that the Loss does not reduce the amount in the trust account;
provided, however, that each of the undersigned shall only be
liable (severally and not jointly) for thirty-three and one-third
percent of the total Loss. Nothing contained herein shall be
construed to suggest that the undersigned may be held personally
liable for any loss, liability claims, damage or expense which the
Company may become subject to as a result of any claim by a
prospective target if an Initial Transaction is not consummated
with that prospective target, or for claims from any entity other
than vendors.
4. In order to minimize potential conflicts of
interest which may arise from multiple affiliations, each of the
undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable
opportunity which may reasonably be required to be presented to the
Company under Delaware law, until the earliest of the
consumma
