EXHIBIT
        B

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      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”).

       

      WHEREAS,
        pursuant to the terms and conditions of the Merger Agreement (as defined
        below),
        the Investor is receiving shares of Common Stock (as defined below); and
         

       

      WHEREAS,
        the
        Investor and the Company desire to enter into this Agreement to provide the
        Investor with certain rights relating to the registration of the Registrable
        Securities (defined below) held by the Investor.

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and agreements set forth herein, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree as follows:

       

      1. DEFINITIONS.
        The
        following capitalized terms used herein have the following
        meanings:

       

      “Agreement”
means
        this Agreement, as amended, restated, supplemented or otherwise modified
        from
        time to time.

       

      “Commission”
means
        the Securities and Exchange Commission, or any other federal agency then
        administering the Securities Act or the Exchange Act.

       

      “Common
        Stock”
means
        the common stock, par value $0.0001 per share, of the Company.

       

      “Company”
is
        defined in the preamble to this Agreement.

       

      “Demand
        Registration”
is
        defined in Section 2.1.1.

       

      “Demanding
        Holder”
is
        defined in Section 2.1.1.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the Commission promulgated thereunder, all as the same shall be in effect
        at
        the time.

       

      “Indemnified
        Party”
is
        defined in Section 4.3.

       

      “Indemnifying
        Party”
is
        defined in Section 4.3.

       

      “Investor”
is
        defined in the preamble.

       

      “Investor
        Indemnified Party”
is
        defined in Section 4.1.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “Maximum
        Number of Shares”
is
        defined in Section 2.1.4.

       

      “Merger
        Agreement”
means
        that certain Agreement and Plan of Merger made and entered into as of June_____,
        2008, by and among Restaurant Acquisition Partners, Inc., Oregano’s Acquisition,
        Inc., Oregano’s Holdings LLC, Oregano’s Pizza Bistro, Inc. and Mark S.
        Russell.

       

      “Notices”
is
        defined in Section 6.3.

       

      “Piggy-Back
        Registration”
is
        defined in Section 2.2.1.

       

      “Register,”
        “Registered”
and
        “Registration”
mean
        a
        registration effected by preparing and filing a registration statement or
        similar document in compliance with the requirements of the Securities Act,
        and
        the applicable rules and regulations promulgated thereunder, and such
        registration statement becoming effective.

       

      “Registrable
        Securities”
mean
        all of the shares of Common Stock owned or held by the Investor as of the
        date
        hereof. Registrable Securities include any shares of capital stock or other
        securities of the Company issued as a dividend or other distribution with
        respect to or in exchange for or in replacement of such shares of Common
        Stock.
        As to any particular Registrable Securities, such securities shall cease
        to be
        Registrable Securities when: (a) a Registration Statement with respect to
        the
        sale of such securities shall have become effective under the Securities
        Act and
        such securities shall have been sold, transferred, disposed of or exchanged
        in
        accordance with such Registration Statement; (b) such securities shall have
        been
        otherwise transferred, new certificates for them not bearing a legend
        restricting further transfer shall have been delivered by the Company; (c)
        such
        securities shall have ceased to be outstanding. or (d) the Registrable
        Securities are salable without limitation under Rule 144. “Registration
        Statement”
means
        a
        registration statement filed by the Company with the Commission in compliance
        with the Securities Act and the rules and regulations promulgated thereunder
        for
        a public offering and sale of Common Stock (other than a registration statement
        on Form S-4 or Form S-8, or their successors, or any registration statement
        covering only securities proposed to be issued in exchange for securities
        or
        assets of another entity).

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations of
        the
        Commission promulgated thereunder, all as the same shall be in effect at
        the
        time.

       

      “Underwriter”
means
        a
        securities dealer who purchases any Registrable Securities as principal in
        an
        underwritten offering and not as part of such dealer’s market-making
        activities.

       

      2. REGISTRATION
        RIGHTS.

       

      2.1 DEMAND
        REGISTRATION.
        

       

      2.1.1 REQUEST
        FOR REGISTRATION.
        Subject
        to and in accordance with this Agreement, at any time after the first
        anniversary hereof and prior to the fifth anniversary of the date hereof,
        the
        holders of at least 50% of the Registrable Securities held by the Investor
        or
        the transferees of the Investor, may make a written demand (a “Demand Request”)
        for registration under the Securities Act of all or part of their Registrable
        Securities (a “Demand Registration”). Any demand for a Demand Registration shall
        specify the number of shares of Registrable Securities proposed to be sold
        and
        the intended method(s) of distribution thereof. The Company will notify all
        other holders of Registrable Securities (and any other holder of Company
        securities having contractual piggy-back registration rights entitled to
        participate in such a registration (“Other Holder Piggyback Rights”) of the
        demand, and each holder of Registrable Securities who wishes to include all
        or a
        portion of such holder’s Registrable Securities in the Demand Registration (each
        such holder including shares of Registrable Securities in such registration,
        a
“Demanding Holder”) shall so notify the Company in writing within fifteen
        (15) days after the receipt by the holder of the notice from the Company.
        Upon any such request, the Demanding Holders shall be entitled to have their
        Registrable Securities included in the Demand Registration, subject to
        Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company
        shall not be obligated to effect more than (x) one (1)  Demand Registration
        during any twelve month period or (y) two (2) Demand Registrations in the
        aggregate, in each case under this Section 2.1.1 in respect of Registrable
        Securities.

       

      
        
           

        

        
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      2.1.2 EFFECTIVE
        REGISTRATION.
        A
        registration will not count as a Demand Registration until the Registration
        Statement filed with the Commission with respect to such Demand Registration
        covering all of the Registrable Securities specified in the notice received
        pursuant to Section 2.1.1 has been declared effective and the Company has
        complied with all of its obligations under this Agreement with respect thereto;
        PROVIDED, HOWEVER, that if, after such Registration Statement has been declared
        effective, the offering of Registrable Securities pursuant to a Demand
        Registration is interfered with by any stop order or injunction of the
        Commission or any other governmental agency or court, the Registration Statement
        with respect to such Demand Registration will be deemed not to have been
        declared effective, unless and until, (i) such stop order or injunction is
        removed, rescinded or otherwise terminated and (ii) a majority-in-interest
        of the Demanding Holders thereafter elect to continue the offering.

       

      2.1.3 UNDERWRITTEN
        OFFERING.
        If a
        majority-in-interest of the Demanding Holders so elect and such holders so
        advise the Company as part of their written demand for a Demand Registration,
        the offering of such Registrable Securities pursuant to such Demand Registration
        shall be in the form of an underwritten offering. In such event, the right
        of
        any holder to include its Registrable Securities in such registration shall
        be
        conditioned upon such holder’s participation in such underwriting and the
        inclusion of such holder’s Registrable Securities in the underwriting to the
        extent provided herein. All Demanding Holders proposing to distribute their
        securities through such underwriting shall enter into an underwriting agreement
        in customary form with the Underwriter or Underwriters selected for such
        underwriting by a majority-in-interest of the holders initiating the Demand
        Registration.

       

      2.1.4 REDUCTION
        OF OFFERING.
        If the
        managing Underwriter or Underwriters for a Demand Registration that is to
        be an
        underwritten offering advises the Company and the Demanding Holders in writing
        that the dollar amount or number of shares of Registrable Securities which
        the
        Demanding Holders desire to sell, taken together with all other shares of
        Common
        Stock or other securities which the Company desires to sell and the shares
        of
        Common Stock, if any, as to which registration has been requested pursuant
        to
        Other Holder Piggyback Rights, exceeds the maximum dollar amount or maximum
        number of shares that can be sold in such offering without adversely affecting
        the proposed offering price, the timing, the distribution method, or the
        probability of success of such offering (such maximum dollar amount or maximum
        number of shares, as applicable, the “Maximum Number of Shares”), then the
        Company shall include in such registration: (i) first, the Registrable
        Securities as to which Demand Registration has been requested by the Demanding
        Holders and the securities as to which piggy-back registration has been
        requested under Other Holder Piggyback Rights in effect as of the date hereof
        has been made (pro rata in accordance with the number of shares of Registrable
        Securities which such Demanding Holder and securities which holders of Other
        Holder Piggyback Rights, as the case may be, have requested be included in
        such
        registration, regardless of the number of shares of Registrable Securities
        held
        by such Demanding Holder or securities held by such other holders) that can
        be
        sold without exceeding the Maximum Number of Shares; (ii) second, to the
        extent that the Maximum Number of Shares has not been reached under the
        foregoing clause (i), the shares of Common Stock or other securities that
        the Company desires to sell that can be sold without exceeding the Maximum
        Number of Shares; (iii) third, to the extent that the Maximum Number of
        Shares has not been reached under the foregoing clauses (i) and (ii), the
        shares of Common Stock for the account of other persons that the Company
        is
        obligated to register pursuant to written contractual arrangements with such
        persons and that can be sold without exceeding the Maximum Number of Shares;
        and
        (v) fourth, to the extent that the Maximum Number of Shares have not been
        reached under the foregoing clauses (i), (ii), and (iii), the shares of Common
        Stock that other shareholders desire to sell that can be sold without exceeding
        the Maximum Number of Shares.

       

      
        
           

        

        
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      2.1.5 WTHDRAWAL.
        If a
        majority-in-interest of the Demanding Holders disapprove of the terms of
        any
        underwriting or are not entitled to include all of their Registrable Securities
        in any offering, such majority-in-interest of the Demanding Holders may elect
        to
        withdraw from such offering by giving written notice to the Company and the
        Underwriter or Underwriters of their request to withdraw prior to the
        effectiveness of the Registration Statement filed with the Commission with
        respect to such Demand Registration. If the majority-in-interest of the
        Demanding Holders withdraws from a proposed offering relating to a Demand
        Registration, then such registration shall not count as a Demand Registration
        provided for in Section 2.1.1.

       

      2.2 PIGGY-BACK
        REGISTRATION.

       

      2.2.1 PIGGY-BACK
        RIGHTS.
        If at
        any time after the first anniversary hereof and prior to the fifth anniversary
        of the date hereof, the Company proposes to file a Registration Statement
        under the Securities Act with respect to an offering of equity securities,
        or
        securities or other obligations exercisable or exchangeable for, or convertible
        into, equity securities, by the Company for its own account or for shareholders
        of the Company for their account (or by the Company and by shareholders of
        the
        Company including, without limitation, pursuant to Section 2.1), other than
        a Registration Statement (i) filed in connection with any employee stock
        option or other benefit plan, (ii) for an exchange offer or offering of
        securities solely to the Company’s existing shareholders, (iii) for an
        offering of debt that is convertible into equity securities of the Company
        or
        (iv) for a dividend reinvestment plan, then the Company shall (x) give
        written notice of such proposed filing to the holders of Registrable Securities
        as soon as practicable but in no event less than ten (10) days before the
        anticipated filing date, which notice shall describe the amount and type
        of
        securities to be included in such offering, the intended method(s) of
        distribution, and the name of the proposed managing Underwriter or Underwriters,
        if any, of the offering, and (y) offer to the holders of Registrable
        Securities in such notice the opportunity to register the sale of such number
        of
        shares of Registrable Securities as such holders may request in writing within
        five (5) days following receipt of such notice (a “Piggy-Back
        Registration”). The Company shall cause such Registrable Securities to be
        included in such registration and shall use commercially reasonable efforts
        to
        cause the managing Underwriter or Underwriters of a proposed underwritten
        offering to permit the Registrable Securities requested to be included in
        a
        Piggy-Back Registration to be included on the same terms and conditions as
        any
        similar securities of the Company and to permit the sale or other disposition
        of
        such Registrable Securities in accordance with the intended method(s) of
        distribution thereof. All holders of Registrable Securities proposing to
        distribute their securities through a Piggy-Back Registration that involves
        an
        Underwriter or Underwriters shall enter into an underwriting agreement in
        customary form with the Underwriter or Underwriters selected for such Piggy-Back
        Registration. The Company hereby agrees that after the date of this Agreement,
        it will not grant piggyback registration rights to any third party which
        would
        have the effect of reducing the amount of Registrable Securities salable
        by a
        holder of Registrable Securities pursuant to Section 2.2.2 below.

       

      
        
           

        

        
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      2.2.2 REDUCTION
        OF OFFERING.
        If the
        managing Underwriter or Underwriters for a Piggy-Back Registration that is
        to be
        an underwritten offering advises the Company and the holders of Registrable
        Securities in writing that the dollar amount or number of shares of Common
        Stock
        which the Company desires to sell, taken together with shares of Common Stock,
        if any, as to which registration has been demanded pursuant to written
        contractual arrangements with persons other than the holders of Registrable
        Securities hereunder, the Registrable Securities as to which registration
        has
        been requested under this Section 2.2, and the shares of Common Stock, if
        any, as to which registration has been requested pursuant to Other Holder
        Piggyback Rights, exceeds the Maximum Number of Shares, then the Company
        shall
        include in any such registration:

       

      (i) If
        the
        registration is undertaken for the Company’s account: (A) first, the shares of
        Common Stock or other securities that the Company desires to sell that can
        be
        sold without exceeding the Maximum Number of Shares; (B) second, to the extent
        that the Maximum Number of Shares has not been reached under the foregoing
        clause (A), the securities as to which piggy-back registration has been
        requested under existing Other Holder Piggyback Rights as of the date of
        this
        Agreement (pro rata in accordance with the number of securities each holder
        has
        actually requested to be included in such registration, regardless of the
        number
        of shares of Common Stock with respect to which such persons have the right
        to
        request such inclusion) that can be sold without exceeding the Maximum Number
        of
        Shares; (C) third, to the extent that the Maximum Number of Shares has not
        been
        reached under the foregoing clauses (A) and (B), Registrable Securities as
        to
        which registration has been requested under this Section 2.2 and (D) to the
        extent that the Maximum Number of Shares has not been reached under the
        foregoing clauses (A), (B) and (C), the shares of Common Stock as to which
        registration has been requested pursuant to Other Holder Piggyback Rights
        entered into after the date of this Agreement (pro rata in accordance with
        the
        number of shares such person has actually requested to be included in such
        registration, regardless of the number of shares of Common Stock with respect
        such person has the right to request inclusion).

       

      
        
           

        

        
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      (ii) If
        the
        registration is a “demand” registration undertaken at the demand of persons
        other than the holders of Registrable Securities pursuant to written contractual
        arrangements with such persons, (A) first, the shares of Common Stock for
        the
        account of the demanding persons that can be sold without exceeding the Maximum
        Number of Shares; (B) second, to the extent that the Maximum Number of Shares
        has not been reached under the foregoing clause (A), the shares of Common
        Stock
        or other securities that the Company desires to sell that can be sold without
        exceeding the Maximum Number of Shares; (C) third, to the extent that the
        Maximum Number of Shares has not been reached under the foregoing clauses
        (A)
        and (B), the securities as to which piggy-back registration has been requested
        under existing Other Holder Piggyback Rights as of the date of this Agreement
        (pro rata in accordance with the number of securities each holder has actually
        requested to be included in such registration, regardless of the number of
        shares of Common Stock with respect to which such persons have the right
        to
        request such inclusion) that can be sold without exceeding the Maximum Number
        of
        Shares, (D) fourth, to the extent that the Maximum Number of Shares has not
        been
        reached under the foregoing clauses (A), (B) and (C), the Registrable Securities
        as to which registration has been requested under this Section 2.2 (pro rata
        in
        accordance with the number of shares such person has actually requested to
        be
        included in such registration, regardless of the number of shares of Common
        Stock with respect such person has the right to request inclusion); and (E)
        fifth, to the extent that the Maximum Number of Shares has not been reached
        under the foregoing clauses (A), (B),(C) and (D), the shares of Common Stock,
        if
        any, as to which registration has been requested pursuant to Other Holder
        Piggyback Rights entered into after the date of this Agreement that can be
        sold
        without exceeding the Maximum Number of Shares.

       

      2.2.3  WITHDRAWAL.
        Any
        holder of Registrable Securities may elect to withdraw such holder’s request for
        inclusion of Registrable Securities in any Piggy-Back Registration by giving
        written notice to the Company of such request to withdraw prior to the
        effectiveness of the Registration Statement. The Company may also elect to
        withdraw a registration statement at any time prior to the effectiveness
        of the
        Registration Statement without thereby incurring any liability to the holders
        of
        Registrable Securities. Notwithstanding any such withdrawal, the Company
        shall
        pay all expenses incurred by the holders of Registrable Securities in connection
        with such Piggy-Back Registration as provided in Section 3.3.

       

      3. REGISTRATION
        PROCEDURES.

       

      3.1 FILINGS;
        INFORMATION.
        Whenever the Company is required to effect the registration of any Registrable
        Securities pursuant to Section 2, the Company shall use commercially
        reasonable efforts to effect the registration and sale of such Registrable
        Securities in accordance with the intended method(s) of distribution thereof
        as
        expeditiously as practicable, and in connection with any such
        request:

       

      3.1.1 FILING
        REGISTRATION STATEMENT. The Company shall, as expeditiously as possible and
        in
        any event within sixty (60) days after receipt of a request for a Demand
        Registration pursuant to Section 2.1, prepare and file with the Commission
        a Registration Statement on any form for which the Company then qualifies
        or
        which counsel for the Company shall deem appropriate and which form shall
        be
        available for the sale of all Registrable Securities to be registered thereunder
        in accordance with the intended method(s) of distribution thereof, and shall
        use
        commercially reasonable efforts to cause such Registration Statement to become
        and remain effective for the period required by Section 3.1.3; PROVIDED,
        HOWEVER, that the Company shall have the right to defer any Demand Registration
        for up to one hundred twenty (120) days, and any Piggy-Back Registration
        for such period as may be applicable to deferment of any demand registration
        to
        which such Piggy-Back Registration relates, in each case if the Company shall
        furnish to the holders a certificate signed by the Chief Executive Officer
        of
        the Company stating that, in the good faith judgment of the Board of Directors
        of the Company, (x) such registration statement would require disclosure of
        a material fact or plan that the Company believes would have a material adverse
        effect on any proposal or plan by the Company to engage in any acquisition,
        merger or other significant transaction, (y) the Company has filed a
        registration statement relating to any of the Company’s securities and the
        Company believes that the filing of the registration statement relating to
        the
        Registrable Securities would materially adversely effect the offering by
        the
        Company or the market for the Company’s securities after such an offering or (z)
        it would be materially detrimental to the Company and its shareholders for
        such
        Registration Statement to be effected at such time; PROVIDED FURTHER, HOWEVER,
        that the Company shall not have the right to exercise the right set forth
        in the
        immediately preceding proviso more than twice or for more than an aggregate
        of
        one hundred eighty (180) days in any 365-day period in respect of a Demand
        Registration hereunder.

       

      
        
           

        

        
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      3.1.2 COPIES.
        The
        Company shall, prior to filing a Registration Statement or prospectus, or
        any
        amendment or supplement thereto, furnish without charge to the holders of
        Registrable Securities included in such registration, and such holders’ legal
        counsel, copies of such Registration Statement as proposed to be filed, each
        amendment and supplement to such Registration Statement (in each case including
        all exhibits thereto and documents incorporated by reference therein), the
        prospectus included in such Registration Statement (including each preliminary
        prospectus), and such other documents as the holders of Registrable Securities
        included in such registration or legal counsel for any such holders may request
        in order to facilitate the disposition of the Registrable Securities owned
        by
        such holders.

       

      3.1.3 AMENDMENTS
        AND SUPPLEMENTS.
        The
        Company shall prepare and file with the Commission such amendments, including
        post-effective amendments, and supplements to such Registration Statement
        and
        the prospectus used in connection therewith as may be necessary to keep such
        Registration Statement effective and in compliance with the provisions of
        the
        Securities Act until all Registrable Securities and other securities covered
        by
        such Registration Statement have been disposed of in accordance with the
        intended method(s) of distribution set forth in such Registration Statement
        (which period shall not exceed the sum of eighteen months plus any period
        during
        which any such disposition is interfered with by any stop order or injunction
        of
        the Commission or any governmental agency or court) or such securities have
        been
        withdrawn.

       

      3.1.4 NOTIFICATION.
        After
        the filing of a Registration Statement, the Company shall promptly, and in
        no
        event more than two (2) business days after such filing, notify the holders
        of Registrable Securities included in such Registration Statement of such
        filing, and shall further notify such holders promptly and confirm such advice
        in writing in all events within two (2) business days of the occurrence of
        any of the following: (i) when such Registration Statement becomes
        effective; (ii) when any post-effective amendment to such Registration
        Statement becomes effective; (iii) the issuance or threatened issuance by
        the Commission of any stop order (and the Company shall take all actions
        required to prevent the entry of such stop order or to remove it if entered);
        and (iv) any request by the Commission for any amendment or supplement to
        such Registration Statement or any prospectus relating thereto or for additional
        information or of the occurrence of an event requiring the preparation of
        a
        supplement or amendment to such prospectus so that, as thereafter delivered
        to
        the purchasers of the securities covered by such Registration Statement,
        such
        prospectus will not contain an untrue statement of a material fact or omit
        to
        state any material fact required to be stated therein or necessary to make
        the
        statements therein not misleading, and promptly make available to the holders
        of
        Registrable Securities included in such Registration Statement any such
        supplement or amendment; except that before filing with the Commission a
        Registration Statement or prospectus or any amendment or supplement thereto,
        including documents incorporated by reference, the Company shall furnish
        to the
        holders of Registrable Securities included in such Registration Statement
        and to
        the legal counsel for any such holders, copies of all such documents proposed
        to
        be filed sufficiently in advance of filing to provide such holders and legal
        counsel with a reasonable opportunity to review such documents and comment
        thereon.

       

      
        
           

        

        
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      3.1.5 STATE
        SECURITIES LAWS COMPLIANCE.
        The
        Company shall use commercially reasonable efforts to (i) register or
        qualify the Registrable Securities covered by the Registration Statement
        under
        such securities or “blue sky” laws of such jurisdictions in the United States as
        the holders of Registrable Securities included in such Registration Statement
        (in light of their intended plan of distribution) may request and (ii) take
        such action necessary to cause such Registrable Securities covered by the
        Registration Statement to be registered with or approved by such other
        Governmental Authorities as may be necessary by virtue of the business and
        operations of the Company and do any and all other acts and things that may
        be
        necessary or advisable to enable the holders of Registrable Securities included
        in such Registration Statement to consummate the disposition of such Registrable
        Securities in such jurisdictions; PROVIDED, HOWEVER, that the Company shall
        not
        be required to qualify generally to do business in any jurisdiction where
        it
        would not otherwise be required to qualify but for this Section 3.1.5 or
        subject itself to taxation in any such jurisdiction.

       

      3.1.6 AGREEMENTS
        FOR DISPOSITION.
        The
        Company shall enter into customary agreements (including, if applicable,
        an
        underwriting agreement in customary form) and take such other actions as
        are
        reasonably required in order to expedite or facilitate the disposition of
        such
        Registrable Securities. The representations, warranties and covenants of
        the
        Company in any underwriting agreement which are made to or for the benefit
        of
        any Underwriters, to the extent applicable, shall also be made to and for
        the
        benefit of the holders of Registrable Securities included in such registration
        statement. No holder of Registrable Securities included in such registration
        statement shall be required to make any representations or warranties in
        the
        underwriting agreement except, if applicable, with respect to such holder’s
        organization, good standing, authority, title to Registrable Securities,
        lack of
        conflict of such sale with such holder’s material agreements and organizational
        documents, and with respect to written information relating to such holder
        that
        such holder has furnished in writing expressly for inclusion in such
        Registration Statement.

       

      3.1.7 COOPERATION.
        The
        principal executive officer of the Company, the principal financial officer
        of
        the Company, the principal accounting officer of the Company and all other
        officers and members of the management of the Company shall cooperate fully
        in
        any offering of Registrable Securities hereunder, which cooperation shall
        include, without limitation, the preparation of the Registration Statement
        with
        respect to such offering and all other offering materials and related documents,
        and participation in meetings with Underwriters, attorneys, accountants and
        potential investors.

       

      
        
           

        

        
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      3.1.8 RECORDS.
        The
        Company shall make available for inspection by the holders of Registrable
        Securities included in such Registration Statement, any Underwriter
        participating in any disposition pursuant to such registration statement
        and any
        attorney, accountant or other professional retained by any holder of Registrable
        Securities included in such Registration Statement or any Underwriter, all
        financial and other records, pertinent corporate documents and properties
        of the
        Company, as shall be reasonably necessary to enable them to exercise their
        due
        diligence responsibility, and cause the Company’s officers, directors and
        employees to supply all information reasonably requested by any of them in
        connection with such Registration Statement, in all cases, subject to all
        such
        persons’ respective agreements to maintain the confidentiality of all non-public
        information furnished thereto pursuant to this Section 3.1.8.

       

      3.1.9 OPINIONS
        AND COMFORT LETTERS.
        The
        Company shall furnish to each holder of Registrable Securities included in
        any
        Registration Statement a signed counterpart, addressed to such holder, of
        (i) any opinion of counsel to the Company delivered to any Underwriter and
        (ii) any comfort letter from the Company’s independent public accountants
        delivered to any Underwriter.

       

      3.1.10 EARNINGS
        STATEMENT.
        The
        Company shall comply with all applicable rules and regulations of the Commission
        and the Securities Act, and make available to its shareholders, as soon as
        practicable, an earnings statement covering a period of twelve (12) months,
        beginning within three (3) months after the effective date of the
        registration statement, which earnings statement shall satisfy the provisions
        of
        Section 11(a) of the Securities Act and Rule 158
        thereunder.

       

      3.1.11 LISTING.
        The
        Company shall use commercially reasonable efforts to cause all Registrable
        Securities included in any registration to be listed on such exchanges or
        otherwise designated for trading in the same manner as similar securities
        issued
        by the Company are then listed or designated or, if no such similar securities
        are then listed or designated, in a manner satisfactory to the holders of
        a
        majority of the Registrable Securities included in such
        registration.

       

      3.2 OBLIGATION
        TO SUSPEND DISTRIBUTION.
        Upon
        receipt of any notice from the Company of the happening of any event of the
        kind
        described in Section 3.1.4(iv) or upon any suspension by the Company, each
        holder of Registrable Securities included in any registration shall immediately
        discontinue disposition of such Registrable Securities pursuant to the
        Registration Statement covering such Registrable Securities until such holder
        receives the supplemented or amended prospectus contemplated by
        Section 3.1.4(iv) or the restriction on the ability of “insiders” to
        transact in the Company’s securities is removed, as applicable, and, if so
        directed by the Company, each such holder will deliver to the Company all
        copies, other than permanent file copies then in such holder’s possession, of
        the most recent prospectus covering such Registrable Securities at the time
        of
        receipt of such notice.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      3.3 REGISTRATION
        EXPENSES.
        The
        Company shall bear all costs and expenses incurred in connection with any
        Demand
        Registration pursuant to Section 2.1 and any Piggy-Back Registration
        pursuant to Section 2.2, and all expenses incurred in performing or
        complying with its other obligations under this Agreement, whether or not
        the
        Registration Statement becomes effective, including, without limitation:
        (i) all registration and filing fees; (ii) fees and expenses of
        compliance with securities or “blue sky” laws (including fees and disbursements
        of counsel in connection with blue sky qualifications of the Registrable
        Securities); (iii) printing expenses; (iv) the Company’s internal
        expenses (including, without limitation, all salaries and expenses of its
        officers and employees); (v) the fees and expenses incurred in connection
        with the listing of the Registrable Securities as required by
        Section 3.1.11; (vi) Financial Industry Regulatory Authority fees;
        (vii) fees and disbursements of counsel for the Company and fees and
        expenses for independent certified public accountants retained by the Company
        (including the expenses or costs associated with the delivery of any opinions
        or
        comfort letters requested pursuant to Section 3.1.9); and (viii) the
        fees and expenses of any special experts retained by the Company in connection
        with such registration. The Company shall have no obligation to pay any
        underwriting discounts or selling commissions attributable to the Registrable
        Securities being sold by the holders thereof, which underwriting discounts
        or
        selling commissions shall be borne by such holders. Additionally, in an
        underwritten offering, all selling shareholders and the Company shall bear
        the
        expenses of the underwriter pro rata in proportion to the respective amount
        of
        shares each is selling in such offering.

       

      3.4 INFORMATION.
        The
        holders of Registrable Securities shall provide such information as may
        reasonably be requested by the Company, or the managing Underwriter, if any,
        in
        connection with the preparation of any Registration Statement, including
        amendments and supplements thereto, in order to effect the registration of
        any
        Registrable Securities under the Securities Act pursuant to Section 2 and
        in connection with the Company’s obligation to comply with federal and
        applicable state securities laws.

       

      4. INDEMNIFICATION
        AND CONTRIBUTION.

       

      4.1 INDEMNIFICATION
        BY THE COMPANY.
        The
        Company agrees to indemnify and hold harmless the Investor and each other
        holder
        of Registrable Securities, and each of their respective officers, employees,
        affiliates, directors, partners, members, attorneys and agents, and each
        person,
        if any, who controls the Investor and each other holder of Registrable
        Securities (within the meaning of Section 15 of the Securities Act or
        Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”),
        from and against any expenses, losses, judgments, claims, damages or
        liabilities, whether joint or several, arising out of or based upon any untrue
        statement (or allegedly untrue statement) of a material fact contained in
        any
        Registration Statement under which the sale of such Registrable Securities
        was
        registered under the Securities Act, any preliminary prospectus, final
        prospectus or summary prospectus contained in the Registration Statement,
        or any
        amendment or supplement thereto, or arising out of or based upon any omission
        (or alleged omission) to state a material fact required to be stated therein
        or
        necessary to make the statements therein not misleading, or any violation
        by the
        Company of the Securities Act or any rule or regulation promulgated thereunder
        applicable to the Company and relating to action or inaction required of
        the
        Company in connection with any such registration; and the Company shall promptly
        reimburse the Investor Indemnified Party for any legal and any other expenses
        reasonably incurred by such Investor Indemnified Party in connection with
        investigating and defending any such expense, loss, judgment, claim, damage,
        liability or action; PROVIDED, HOWEVER, that the Company will not be liable
        in
        any such case to the extent that any such expense, loss, claim, damage or
        liability arises out of or is based upon any untrue statement or allegedly
        untrue statement or omission or alleged omission made in such Registration
        Statement, preliminary prospectus, final prospectus, or summary prospectus,
        or
        any such amendment or supplement, in reliance upon and in conformity with
        information furnished to the Company, in writing, by such selling holder
        expressly for use therein.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      4.2 INDEMNIFICATION
        BY HOLDERS OF REGISTRABLE SECURITIES.
        Each
        selling holder of Registrable Securities will, in the event that any
        registration is being effected under the Securities Act pursuant to this
        Agreement of any Registrable Securities held by such selling holder, indemnify
        and hold harmless the Company, each of its directors and officers and each
        underwriter (if any), and each other person, if any, who controls the Company
        or
        such underwriter within the meaning of the Securities Act, against any losses,
        claims, judgments, damages or liabilities, whether joint or several, insofar
        as
        such losses, claims, judgments, damages or liabilities (or actions in respect
        thereof) arise out of or are based upon any untrue statement or allegedly
        untrue
        statement of a material fact contained in any Registration Statement under
        which
        the sale of such Registrable Securities was registered under the Securities
        Act,
        any preliminary prospectus, final prospectus or summary prospectus contained
        in
        the Registration Statement, or any amendment or supplement thereto, or arise
        out
        of or are based upon any omission or the alleged omission to state a material
        fact required to be stated therein or necessary to make the statement therein
        not misleading, if the statement or omission was made in reliance upon and
        in
        conformity with information furnished in writing to the Company by such selling
        holder expressly for use therein, and shall reimburse the Company, its directors
        and officers, and each such controlling person for any legal or other expenses
        reasonably incurred by any of them in connection with investigation or defending
        any such loss, claim, damage, liability or action. Each selling holder’s
        indemnification obligations hereunder shall be several and not joint and
        shall
        be limited to the amount of any net proceeds actually received by such selling
        holder.

       

      4.3 CONDUCT
        OF INDEMNIFICATION PROCEEDINGS.
        Promptly after receipt by any person of any notice of any loss, claim, damage
        or
        liability or any action in respect of which indemnity may be sought pursuant
        to
        Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
        in respect thereof is to be made against any other person for indemnification
        hereunder, notify such other person (the “Indemnifying Party”) in writing of the
        loss, claim, judgment, damage, liability or action; PROVIDED, HOWEVER, that
        the
        failure by the Indemnified Party to notify the Indemnifying Party shall not
        relieve the Indemnifying Party from any liability which the Indemnifying
        Party
        may have to such Indemnified Party hereunder, except and solely to the extent
        the Indemnifying Party is actually prejudiced by such failure. If the
        Indemnified Party is seeking indemnification with respect to any claim or
        action
        brought against the Indemnified Party, then the Indemnifying Party shall
        be
        entitled to participate in such claim or action, and, to the extent that
        it
        wishes, jointly with all other Indemnifying Parties, to assume control of
        the
        defense thereof with counsel reasonably satisfactory to the Indemnified Party.
        After notice from the Indemnifying Party to the Indemnified Party of its
        election to assume control of the defense of such claim or action, the
        Indemnifying Party shall not be liable to the Indemnified Party for any legal
        or
        other expenses subsequently incurred by the Indemnified Party in connection
        with
        the defense thereof other than reasonable costs of investigation; PROVIDED,
        HOWEVER, that in any action in which both the Indemnified Party and the
        Indemnifying Party are named as defendants, the Indemnified Party shall have
        the
        right to employ separate counsel (but no more than one such separate counsel)
        to
        represent the Indemnified Party and its controlling persons who may be subject
        to liability arising out of any claim in respect of which indemnity may be
        sought by the Indemnified Party against the Indemnifying Party, with the
        fees
        and expenses of such counsel to be paid by such Indemnifying Party if, based
        upon the written opinion of counsel of such Indemnified Party, representation
        of
        both parties by the same counsel would be inappropriate due to actual or
        potential differing interests between them. No Indemnifying Party shall,
        without
        the prior written consent of the Indemnified Party, consent to entry of judgment
        or effect any settlement of any claim or pending or threatened proceeding
        in
        respect of which the Indemnified Party is or could have been a party and
        indemnity could have been sought hereunder by such Indemnified Party, unless
        such judgment or settlement includes an unconditional release of such
        Indemnified Party from all liability arising out of such claim or
        proceeding.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      4.4 CONTRIBUTION.

       

      4.4.1 If
        the
        indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
        unavailable to any Indemnified Party in respect of any loss, claim, damage,
        liability or action referred to herein, then each such Indemnifying Party,
        in
        lieu of indemnifying such Indemnified Party, shall contribute to the amount
        paid
        or payable by such Indemnified Party as a result of such loss, claim, damage,
        liability or action in such proportion as is appropriate to reflect the relative
        fault of the Indemnified Parties and the Indemnifying Parties in connection
        with
        the actions or omissions which resulted in such loss, claim, damage, liability
        or action, as well as any other relevant equitable considerations. The relative
        fault of any Indemnified Party and any Indemnifying Party shall be determined
        by
        reference to, among other things, whether the untrue or alleged untrue statement
        of a material fact or the omission or alleged omission to state a material
        fact
        relates to information supplied by such Indemnified Party or such Indemnifying
        Party and the parties’ relative intent, knowledge, access to information and
        opportunity to correct or prevent such statement or omission.

       

      4.4.2 The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 4.4 were determined by PRO RATA allocation or by
        any
        other method of allocation which does not take account of the equitable
        considerations referred to in the immediately preceding Section.

       

      4.4.3 The
        amount paid or payable by an Indemnified Party as a result of any loss, claim,
        damage, liability or action referred to in the immediately preceding paragraph
        shall be deemed to include, subject to the limitations set forth above, any
        legal or other expenses incurred by such Indemnified Party in connection
        with
        investigating or defending any such action or claim. Notwithstanding the
        provisions of this Section 4.4, no holder of Registrable Securities shall
        be
        required to contribute any amount in excess of the dollar amount of the net
        proceeds (after payment of any underwriting fees, discounts, commissions
        or
        taxes) actually received by such holder from the sale of Registrable Securities
        which gave rise to such contribution obligation. No person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act)
        shall be entitled to contribution from any person who was not guilty of such
        fraudulent misrepresentation.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      5. UNDERWRITING
        AND DISTRIBUTION.

       

      5.1 RULE
        144.
        The
        Company covenants that it shall use commercially reasonable efforts to file
        any
        reports required to be filed by it under the Securities Act and the Exchange
        Act
        and to take such further action as the holders of Registrable Securities
        may
        reasonably request, all to the extent required from time to time to enable
        such
        holders to sell Registrable Securities without registration under the Securities
        Act within the limitation of the exemptions provided by Rule 144 under the
        Securities Act, as such Rules may be amended from time to time, or any similar
        Rule or regulation hereafter adopted by the Commission.

       

      6. MISCELLANEOUS.

       

      6.1 ASSIGNMENT;
        NO THIRD PARTY BENEFICIARIES.
        This
        Agreement and the rights, duties and obligations of the Company hereunder
        may
        not be assigned or delegated by the Company in whole or in part. This Agreement
        and the rights, duties and obligations of the holders of Registrable Securities
        hereunder may be freely assigned or delegated by such holder of Registrable
        Securities in conjunction with and to the extent of any transfer of Registrable
        Securities by any such holder. This Agreement and the provisions hereof shall
        be
        binding upon and shall inure to the benefit of each of the parties and their
        respective successors and the permitted assigns of the Investor or holder
        of
        Registrable Securities or of any assignee of the Investor or holder of
        Registrable Securities. This Agreement is not intended to confer any rights
        or
        benefits on any persons that are not party hereto other than as expressly
        set
        forth in Article 4 and this Section 6.1.

       

      6.2 NOTICES.
        All
        notices, demands, requests, consents, approvals or other communications
        (collectively, “NOTICES”) required or permitted to be given hereunder or which
        are given with respect to this Agreement shall be in writing and shall be
        personally served, delivered by reputable air courier service with charges
        prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
        addressed as set forth below, or to such other address as such party shall
        have
        specified most recently by written notice. Notice shall be deemed given on
        the
        date of service or transmission if personally served or transmitted by telegram,
        telex or facsimile; PROVIDED, that if such service or transmission is not
        on a
        business day or is after normal business hours, then such notice shall be
        deemed
        given on the next business day. Notice otherwise sent as provided herein
        shall
        be deemed given on the next business day following timely delivery of such
        notice to a reputable air courier service with an order for next-day
        delivery.

       

      To
        the
        Company:

      


      if
        to the
        Company, to:

      


      Restaurant
        Acquisition Partners, Inc.

      5950
        Hazeltine National Drive, Suite 290

      Orlando,
        Florida 32822

      Attn:
        Christopher R. Thomas, Chief Executive Officer and President

      Tel:
        (407) 240-9190

      Fax:
        (407) 240-9176

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      With
        a
        copy to:

      


      Pillsbury
        Winthrop Shaw Pittman LLP

      1540
        Broadway

      New
        York,
        New York 10036

      Attn:
        Ronald A. Fleming, Jr., Esq.

      Tel:
        (212) 858-1000

      Fax:
        (212) 298-9931

      


      To
        the
        Investor, to:

      


      c/o
        Oregano’s Pizza Bistro, Inc.

      7217
        East
        Shea Blvd 

      Scottsdale,
        AZ 85260

      Attention:
        Mark S. Russell

      Telephone:
        480-829-0898

      Facsimile:
        480-998-3926

      With
        a
        copy to:

      


      Tiffany
        & Bosco, P.A.

      Third
        Floor Camelback Esplanade II

      2525
        East
        Camelback Road

      Phoenix,
        AZ 85016-9240

      Attention:
        Alexander Poulos, Esq. 

      Tel:
        (602) 255-6000

      Fax:
        (602)-255-0103

      


      6.3 SEVERABILITY.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable.

       

      6.4 COUNTERPARTS.
        This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed an original, and all of which taken together shall constitute one
        and the
        same instrument.

       

      6.5 ENTIRE
        AGREEMENT.
        This
        Agreement (including all agreements entered into pursuant hereto and all
        certificates and instruments delivered pursuant hereto and thereto) constitute
        the entire agreement of the parties with respect to the subject matter hereof
        and supersede all prior and contemporaneous agreements, representations,
        understandings, negotiations and discussions between the parties, whether
        oral
        or written.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      6.6 MODIFICATIONS
        AND AMENDMENTS.
        No
        amendment, modification or termination of this Agreement shall be binding
        upon
        any party unless executed in writing by such party.

       

      6.7 TITLES
        AND HEADINGS.
        Titles
        and headings of sections of this Agreement are for convenience only and shall
        not affect the construction of any provision of this Agreement.

       

      6.8 WAIVERS
        AND EXTENSIONS.
        Any
        party to this Agreement may waive any right, breach or default which such
        party
        has the right to waive, PROVIDED that such waiver will not be effective against
        the waiving party unless it is in writing, is signed by such party, and
        specifically refers to this Agreement. Waivers may be made in advance or
        after
        the right waived has arisen or the breach or default waived has occurred.
        Any
        waiver may be conditional. No waiver of any breach of any agreement or provision
        herein contained shall be deemed a waiver of any preceding or succeeding
        breach
        thereof nor of any other agreement or provision herein contained. No waiver
        or
        extension of time for performance of any obligations or acts shall be deemed
        a
        waiver or extension of the time for performance of any other obligations
        or
        acts.

       

      6.9 REMEDIES
        CUMULATIVE.
        In the
        event that the Company fails to observe or perform any covenant or agreement
        to
        be observed or performed under this Agreement, the IPO Underwriter or any
        other
        holder of Registrable Securities may proceed to protect and enforce its rights
        by suit in equity or action at law, whether for specific performance of any
        term
        contained in this Agreement or for an injunction against the breach of any
        such
        term or in aid of the exercise of any power granted in this Agreement or
        to
        enforce any other legal or equitable right, or to take any one or more of
        such
        actions, without being required to post a bond. None of the rights, powers
        or
        remedies conferred under this Agreement shall be mutually exclusive, and
        each
        such right, power or remedy shall be cumulative and in addition to any other
        right, power or remedy, whether conferred by this Agreement or now or hereafter
        available at law, in equity, by statute or otherwise.

       

      6.10 GOVERNING
        LAW.
        This
        Agreement shall be governed by, interpreted under, and construed in accordance
        with the internal laws of the State of New York applicable to agreements
        made
        and to be performed within the State of New York, without giving effect to
        any
        choice-of-law provisions thereof that would compel the application of the
        substantive laws of any other jurisdiction.

       

      6.11 WAIVER
        OF TRIAL BY JURY.
        Each
        party hereby irrevocably and unconditionally waives the right to a trial
        by jury
        in any action, suit, counterclaim or other proceeding (whether based on
        contract, tort or otherwise) arising out of, connected with or relating to
        this
        Agreement, the transactions contemplated hereby, or the actions of the parties
        in the negotiation, administration, performance or enforcement
        hereof.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF,
        the
        parties have caused this Registration Rights Agreement to be executed and
        delivered by their duly authorized representatives as of the date first written
        above.

      

        
          	
                   

                
	
                  RESTAURANT
                    ACQUISITION PARTNERS, INC.,
                    a
                    Delaware corporation

                
	 
	
                   

                
	
                  By:
                    ____________________________________

                
	
                      
Name:


                
	
                        
                    Title: 

                
	
                   

                
	
                      
                    ____________________________________

                
	
                      
Mark
                    S.
                    Russell

                


        

      

      

        -
          Signature Page to Registration Rights Agreement with Investor
          -