UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

DEL TACO RESTAURANTS, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants exercisable for Common Stock at an exercise price of $11.50 per share
(Title of Class of Securities)
245496104
(CUSIP Number of Common Stock Underlying Warrants)
Paul J.B. Murphy, III
President and Chief Executive Officer
Del Taco Restaurants, Inc.
25521 Commercentre Drive
Lake Forest, CA 92630
(949) 462-9300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:
Scott M. Williams
Eric Orsic
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, IL 60606
Tel: (312) 372-2000

CALCULATION OF FILING FEE

Transaction valuation*	 	Amount of filing fee	
$12,183,750	 	$1,227	
*	Estimated for purposes of calculating the amount of the filing fee only. Del Taco Restaurants, Inc. (the “ Company ”) is offering holders of up to 6,750,000 of the Company’s $11.50 warrants (the “ Warrants ”) the opportunity to exchange such Warrants for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”) by tendering one Warrant in exchange for 0.2780 Shares. The amount of the filing fee assumes that all 6,750,000 Warrants will be exchanged and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $100.70 for each $1,000,000 of the value of the transaction. The transaction value was determined by using the average of the high and low prices of the Warrants as reported on the Nasdaq Capital Market on July 7, 2016, which was $1.805.	
 
¨  	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.	

Amount Previously Paid: N/A	    	Filing Party: N/A	
Form or Registration No.: N/A	    	Date Filed: N/A	
 
¨  	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.	
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 	¨  	third-party tender offer subject to Rule 14d-1.	
 	x  	issuer tender offer subject to Rule 13e-4.	
 	¨  	going-private transaction subject to Rule 13e-3.	
 	¨  	amendment to Schedule 13D under Rule 13d-2.	
Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

 

SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “ Schedule TO ”) is filed by Del Taco Restaurants, Inc., a Delaware corporation (the “ Company ”). This Schedule TO relates to the offer by the Company to all holders of the Company’s outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), which have an exercise price of $11.50 per share (the “ Warrants ”), to receive 0.2780 Shares in exchange for every Warrant tendered by the holders thereof (approximately one Share for every 3.6 Warrants tendered), up to a maximum of 6,750,000 Warrants, subject to proration, as described herein. The offer is subject to the terms and conditions set forth in the Offer to Exchange Letter, dated July 11, 2016 (the “ Offer Letter ”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”).
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information in the Offer Letter and the related Letter of Transmittal is incorporated by reference as set forth below.
 
Item 1.	Summary Term Sheet.	
The information set forth in the section of the Offer Letter titled “Summary” is incorporated herein by reference.
 
Item 2.	Subject Company Information.	
(a) Name and Address. The name of the subject company and the filing person is Del Taco Restaurants, Inc., a Delaware corporation. The address of the Company’s principal executive offices is 25521 Commercentre Drive, Lake Forest CA 92630. The Company’s telephone number is (949) 462-9300.
(b) Securities. The subject class of securities consists of the Company’s outstanding Warrants. As of July 8, 2016, there were 12,162,817 Warrants outstanding. The Warrants are exercisable for an aggregate of 12,162,817 Shares. The actual number of Shares that will be issued will depend on the number of Warrants tendered and accepted for exchange and cancelled. If the maximum number of Warrants is tendered, an aggregate of approximately 1,876,500 Shares will be issued in connection with the Offer.
(c) Trading Market and Price. The information set forth in the Offer Letter under “The Offer, Section 6. Price Range of Shares and Warrants” is incorporated herein by reference.
 
Item 3.	Identity and Background of Filing Person.	
(a) Name and Address. The Company is the subject company and the filing person. The business address and telephone number of the Company are set forth under Item 2(a) above.
The names of the executive officers and directors of the Company who are persons specified in Instruction C to Schedule TO are set forth below. The business address for each such person is c/o Del Taco Restaurants, Inc., 25521 Commercentre Drive, Lake Forest CA 92630 and the telephone number for each such person is (949) 462-9300.

Name	  	Position	
Paul J.B. Murphy, III	  	President and Chief Executive Officer and Director	
Steven L. Brake	  	Executive Vice President and Chief Financial Officer	
John D. Cappasola, Jr.	  	Executive Vice President and Chief Brand Officer	
David A. Pear	  	Senior Vice President of Operations	
Lawrence F. Levy	  	Chairman of the Board of Directors	
Eileen Aptman	  	Director	
Ari B. Levy	  	Director	
R.J. Melman	  	Director	
Joseph Stein	  	Director	
Patrick D. Walsh	  	Director	
 
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Item 4.	Terms of the Transaction.	
(a) Material Terms. The information set forth in the Offer Letter under “The Offer, Sections 1 through 13” is incorporated herein by reference. There will be no material differences in the rights of security holders as a result of this transaction.
(b) Purchases. Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.
The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.
PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.
The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.
Other than as set forth above, to the Company’s knowledge, no executive officer or director of the Company holds Warrants. See Item 8(a) herein for more information. The information set forth in the Offer Letter under “The Offer, Section 5.D., Background and Purpose of the Offer—Interests of Directors and Executive Officers” is incorporated herein by reference.
 
Item 5.	Past Contracts, Transactions, Negotiations and Arrangements.	
(a) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer Letter under “The Offer, Section 8. Transactions and Agreements Concerning the Company’s Securities” is incorporated herein by reference.
 
Item 6.	Purposes of the Transaction and Plans or Proposals.	
(a) Purposes. The information set forth in the Offer Letter under “The Offer, Section 5.C., Background and Purpose of the Offer—Purpose of the Offer” is incorporated herein by reference.
(b) Use of Securities Acquired. The securities will be retired and cancelled.
(c) Plans. No plans or proposals described in this Schedule TO or in any materials sent to the holders of the Warrants in connection with the Offer relate to or would result in the conditions or transactions described in Regulation M-A, Items 1006(c)(1)-(10). The exchange of each Warrant pursuant to the Offer will result in the acquisition by the exchanging holder of 0.2780 Shares.
 
Item 7.	Source and Amount of Funds or Other Consideration.	
(a) Sources of Funds. No funds will be used by the Company in connection with the Offer, other than funds used to pay the expenses of the Offer.
(b) Conditions. Not applicable.
(d) Borrowed funds. Not applicable.
 
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Item 8.	Interest in Securities of the Subject Company.	
(a) Securities ownership. The information set forth in the Offer Letter under “The Offer, Section 5.D., Background and Purpose of the Offer—Interests of Directors and Executive Officers” is incorporated herein by reference.
(b) Securities transactions. The information set forth in the Offer Letter under “The Offer, Section 5.D., Background and Purpose of the Offer—Interests of Directors and Executive Officers” is incorporated herein by reference. To the Company’s knowledge, after reasonable inquiry, none of its executive officers or directors engaged in any transactions in the Warrants required to be disclosed in this Item 8(b) except as set forth in the Offer Letter under “The Offer, Section 5.D., Background and Purpose of the Offer—Interests of Directors and Executive Officers”.
 
Item 9.	Persons/Assets, Retained, Employed, Compensated or Used.	
(a) Solicitations or Recommendations. The information set forth in the Offer Letter under “The Offer, Section 13., The Financial Advisor, Information Agent and Depositary” and “The Offer, Section 14., Fees and Expenses” is incorporated herein by reference. No persons have been directly or indirectly employed, retained or otherwise compensated to make solicitations or recommendations in connection with the Offer, other than certain employees of the Company, none of whom will receive any special or additional compensation in connection with the Offer beyond their normal compensation. See the information set forth on page iv of the Offer Letter.
 
Item 10.	Financial Statements.	
(a) Financial Information. Incorporated herein by reference are (i) the Company’s financial statements that were filed with its Annual Report on Form 10-K for the fiscal year ended December 29, 2015, filed with the Securities and Exchange Commission (the “ SEC ”) on March 8, 2016 (the “ Form 10-K ”), and (ii) the Company’s financial results for the period ended March 22, 2016, that were included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2016 (the “ Form 10-Q ”). The Form 10-K and the Form 10-Q are available for review on the SEC’s website at www.sec.gov. In addition, the information set forth in the Offer Letter under “The Offer, Section 9. Financial Information Regarding the Company” is incorporated herein by reference.
(b) Pro Forma Information. Not applicable.
 
Item 11.	Additional Information.	
The information set forth in the Offer Letter and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, is incorporated herein by reference.
 
Item 12.	Exhibits.	
The Exhibit Index included following the Signature page is incorporated herein by reference.
 
Item 13.	Information Required by Schedule 13E-3.	
Not applicable.
 
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DEL TACO RESTAURANTS, INC.	
		
By:	 	/s/ Paul J.B. Murphy, III	
Name:	 	Paul J.B. Murphy, III	
Title:	 	President and Chief Executive Officer	
Date: July 11, 2016
 
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INDEX TO EXHIBITS

Exhibit
Number	 	Description	
		
(a)(1)(A)	 	Offer to Exchange Letter dated July 11, 2016.	
		
(a)(1)(B)	 	Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).	
		
(a)(1)(C)	 	Form of Notice of Guaranteed Delivery.	
		
(a)(1)(D)	 	Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.	
		
(a)(1)(E)	 	Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients.	
		
(a)(5)(A)	 	The Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2016, incorporated herein by reference.	
		
(a)(5)(B)	 	The Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2016, incorporated herein by reference.	
		
(a)(5)(C)	 	Press release.	
		
(b)	 	Not applicable.	
		
(d)(1)	 	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-36197), filed with the SEC on July 2, 2015).	
		
(d)(2)	 	Warrant Agreement, dated as of November 13, 2013, between the Company (formerly known as Levy Acquisition Corp.) and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to Levy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-36197), filed with the SEC on November 19, 2013).	
		
(d)(3)	 	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-36197), filed with the SEC on July 2, 2015).	
		
(d)(4)	 	Stockholders Agreement, dated as of March 12, 2015, by and among the Company (formerly known as Levy Acquisition Corp.) and certain holders of common stock of the Company and certain other persons (incorporated by reference to Exhibit 10.1 to Levy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-36197), filed with the SEC on March 12, 2015).	
		
(d)(5)	 	Tender Support Agreement, dated July 11, 2016.	
		
(g)	 	Not applicable.	
		
(h)	 	Not applicable.	
 
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Exhibit 99(a)(1)(A)

OFFER TO EXCHANGE
SHARES OF COMMON STOCK FOR
UP TO 6,750,000 OUTSTANDING WARRANTS
OF
DEL TACO RESTAURANTS, INC.
 
THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW WARRANTS THAT YOU TENDER
WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON AUGUST 5, 2016, UNLESS THE OFFER
PERIOD IS EXTENDED. THE COMPANY MAY EXTEND THE OFFER PERIOD AT ANY TIME.
Del Taco Restaurants, Inc., a Delaware corporation (the “ Company ”), is making an offer, upon the terms and conditions in this Offer to Exchange Letter (“ Offer Letter ”) and the related Letter of Transmittal (which together constitute the “ Offer ”), to all holders of the Company’s issued and outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per Share (the “ Warrants ”) to exchange during the Offer Period 0.2780 Shares for every Warrant tendered, up to a maximum of 6,750,000 Warrants. The “ Offer Period ” is the period commencing on July 11, 2016 and ending at 11:59 p.m., Eastern Time, on August 5, 2016, or such later date to which the Company may extend the Offer (the “ Expiration Date ”).
Our Shares and Warrants are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols TACO and TACOW, respectively. On July 8, 2016, the last reported sale prices for the Shares and the Warrants were $9.01 and $1.83, respectively. Warrant holders should obtain current market quotations for the Shares and Warrants before deciding whether to tender their Warrants pursuant to the Offer.
All outstanding Warrants are eligible to be tendered pursuant to the Offer (subject to proration as described below). As of July 8, 2016, there were 12,162,817 Warrants outstanding.
The Offer is to permit holders of Warrants to tender up to 6,750,000 Warrants at an exchange ratio of 0.2780 Shares for each Warrant tendered (approximately one Share for every 3.6 Warrants tendered), subject to proration, as described herein. A holder may tender as few or as many Warrants as the holder elects. No fractional Shares will be issued. Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares. Holders are also entitled to exercise their Warrants during the Offer Period in accordance with the terms of the Warrant.
The Offer is not conditioned on any minimum number of Warrants tendered.
You may tender some or all of your Warrants on these terms. Because of the proration provisions described in this Offer Letter, we may exchange less than all of the Warrants tendered by a Warrant holder if more than an aggregate of 6,750,000 Warrants are properly tendered and not properly withdrawn. See “The Offer, Section 1. General Terms.”
If you elect to tender Warrants in response to the Offer, please follow the instructions in this Offer Letter and the related documents, including the Letter of Transmittal. If you wish to exercise your Warrants in accordance with their terms, please follow the instructions for exercise included in the Warrants.
If you tender Warrants, you may withdraw your tendered Warrants before the Expiration Date and retain them on their terms by following the instructions herein.

Investing in the Shares involves a high degree of risk. See “The Offer, Section 12. Forward-Looking Statements; Risk Factors” for a discussion of information that you should consider before tendering Warrants in the Offer.
The Offer will commence on July 11, 2016 (the date the materials relating to the Offer are first sent to the Warrant holders) and end on the Expiration Date.
All of our directors and executive officers who beneficially own Warrants have agreed to participate in the Offer.
Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.
The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.
PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.
The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.
A detailed discussion of the Offer is contained in this Offer Letter. Holders of Warrants are strongly encouraged to read this entire package of materials, and the publicly-filed information about the Company referenced herein, before making a decision regarding the Offer.
THE COMPANY’S BOARD OF DIRECTORS (EXCLUDING THOSE DIRECTORS WHO BENEFICIALLY OWN WARRANTS) HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR PIPER JAFFRAY & CO., THE FINANCIAL ADVISOR FOR THE OFFER (THE “ FINANCIAL ADVISOR ”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE DEPOSITARY FOR THE OFFER (“ CST ” OR THE “ DEPOSITARY ”), OR MORROW SODALI, THE INFORMATION AGENT FOR THE OFFER (“ MORROW SODALI ” OR THE “ INFORMATION AGENT ”), MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS WARRANTS.
Neither the U.S. Securities and Exchange Commission (the “ SEC ”) nor any state securities commission has approved or disapproved of the Offer or passed upon the merits or fairness of the Offer or the accuracy or adequacy of the disclosure in this Offer Letter or the Letter of Transmittal. Any representation to the contrary is a criminal offense.
July 11, 2016

IMPORTANT PROCEDURES
If you want to tender some or all of your Warrants, you must do one of the following before the Expiration Date:
 
 	•	 	if your Warrants are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Warrants for you, which typically can be done electronically;	
 
 	•	 	if you hold Warrant certificates in your own name, complete and sign the Letter of Transmittal according to its instructions, and deliver the Letter of Transmittal, together with any required signature guarantee, the certificates for your Warrants and any other documents required by the Letter of Transmittal, to CST; or	
 
 	•	 	if you are an institution participating in The Depository Trust Company (“ DTC ”), called the “book-entry transfer facility” in this Offer Letter, tender your Warrants according to the procedure for book-entry transfer described under “The Offer, Section 2. Procedure for Tendering Warrants.”	
If you want to tender your Warrants, but:
 
 	•	 	your certificates for the Warrants are not immediately available or cannot be delivered to the Depositary; or	
 
 	•	 	you cannot comply with the procedure for book-entry transfer; or	
 
 	•	 	your other required documents cannot be delivered to the Depositary before the expiration of the Offer,	
then you can still tender your Warrants if you comply with the guaranteed delivery procedure described under “The Offer, Section 2. Procedure for Tendering Warrants.”
TO TENDER YOUR WARRANTS, YOU MUST CAREFULLY FOLLOW THE PROCEDURES DESCRIBED IN THIS OFFER LETTER, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS DISCUSSED HEREIN RELATED TO THE OFFER.
NO FRACTIONAL SHARES WILL BE ISSUED. WARRANTS MAY ONLY BE EXCHANGED FOR WHOLE SHARES. IN LIEU OF ISSUING FRACTIONAL SHARES TO WHICH ANY HOLDER OF WARRANTS WOULD OTHERWISE HAVE BEEN ENTITLED, THE COMPANY WILL ROUND THE NUMBER OF SHARES TO WHICH SUCH HOLDER IS ENTITLED, AFTER AGGREGATING ALL FRACTIONS, UP TO THE NEXT WHOLE NUMBER OF SHARES.
WARRANTS NOT EXCHANGED FOR SHARES WILL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON JUNE 30, 2020 AND OTHERWISE REMAIN SUBJECT TO THEIR ORIGINAL TERMS.

TABLE OF CONTENTS

SECTION	  	PAGE	 	
SUMMARY	  	 	1	  	
THE OFFER	  	 	5	  	
1.	  	GENERAL TERMS	  	 	5	  	
2.	  	PROCEDURE FOR TENDERING WARRANTS	  	 	6	  	
3.	  	WITHDRAWAL RIGHTS	  	 	9	  	
4.	  	ACCEPTANCE OF WARRANTS AND ISSUANCE OF SHARES	  	 	10	  	
5.	  	BACKGROUND AND PURPOSE OF THE OFFER	  	 	10	  	
6.	  	PRICE RANGE OF SHARES AND WARRANTS	  	 	14	  	
7.	  	SOURCE AND AMOUNT OF FUNDS	  	 	15	  	
8.	  	TRANSACTIONS AND AGREEMENTS CONCERNING THE COMPANY’S SECURITIES	  	 	15	  	
9.	  	FINANCIAL INFORMATION REGARDING THE COMPANY	  	 	17	  	
10.	  	CONDITIONS; TERMINATION; WAIVERS; EXTENSIONS; AMENDMENTS;	  	 	19	  	
11.	  	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	  	 	21	  	
12.	  	FORWARD-LOOKING STATEMENTS; RISK FACTORS	  	 	21	  	
13.	  	THE FINANCIAL ADVISOR, INFORMATION AGENT AND DEPOSITARY	  	 	23	  	
14.	  	FEES AND EXPENSES	  	 	24	  	
15.	  	ADDITIONAL INFORMATION; MISCELLANEOUS	  	 	24	  	
We are not making the Offer to, and will not accept any tendered Warrants from, Warrant holders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to Warrant holders in any such jurisdiction.
You should rely only on the information contained in this Offer Letter and in the Letter of Transmittal or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer Letter or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the Offer, you should not rely upon that recommendation, information or representation as having been authorized by us, our board of directors, the Depositary or the Information Agent for the Offer. You should not assume that the information provided in the Offer is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this Offer Letter.
We are relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”), to exempt the Offer from the registration requirements of the Securities Act. We are also relying on Section 18(b)(4)(E) of the Securities Act to exempt the Offer from the registration and qualification requirements of state securities laws. We have no contract, arrangement or understanding relating to the payment of, and will not, directly or indirectly, pay, any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Offer. In addition, none of the Financial Advisor, the Depositary or the Information Agent, or any broker, dealer, salesperson, agent or any other person is engaged or authorized to express any statement, opinion, recommendation or judgment with respect to the relative merits and risks of the Offer. Our officers, directors and regular employees may solicit tenders from holders of the Warrants and will answer inquiries concerning the terms of the Offer, but they will not receive additional compensation for soliciting tenders or answering any such inquiries.

 SUMMARY
Unless otherwise stated in this Offer Letter, references to “we,” “our,” “us,” or the “Company” refer to Del Taco Restaurants, Inc. An investment in our Shares involves risks. You should carefully consider the information provided under the heading “Forward-Looking Statements; Risk Factors” beginning on page 21.
 
The Company	Del Taco Restaurants, Inc., a Delaware corporation. Our principal executive offices are located at 25521 Commercentre Drive, Lake Forest, CA 92630. Our telephone number is (949) 462-9300.	
 
The Warrants	As of July 8, 2016, the Company had 12,162,817 Warrants outstanding. Each Warrant is exercisable for one Share at an exercise price of $11.50. By their terms, the Warrants will expire on June 30, 2020, unless sooner exercised or redeemed by the Company in accordance with the terms of the Warrants. All outstanding Warrants are eligible to be tendered pursuant to the Offer (subject to proration as described below).	
 
The Shares	As of July 8, 2016, the Company had 37,976,206 Shares outstanding. The Shares issuable upon exercise of the 6,750,000 Warrants eligible to be tendered pursuant to the Offer represent approximately 17.8% of our outstanding Shares as of July 8, 2016.	
 
Market Price of the Shares and the Warrants	Our Shares are listed on Nasdaq under the symbol TACO. The Warrants are listed on Nasdaq under the symbol TACOW. On July 8, 2016, the last reported sale prices for the Shares and the Warrants were $9.01 and $1.83, respectively.	
 
The Offer	The Offer is to permit holders of Warrants to tender up to 6,750,000 Warrants at an exchange ratio of 0.2780 Shares for each Warrant tendered (approximately one Share for every 3.6 Warrants tendered), subject to proration, as described herein. A holder may tender as few or as many Warrants as the holder elects. Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares. Holders may also exercise their Warrants during the Offer Period in accordance with the terms of the Warrant. See “The Offer, Section 1. General Terms.”	
 
Proration	 	 	If more than 6,750,000 Warrants are properly tendered and not withdrawn prior to the Expiration Date, and we do not extend the Offer and increase the number of Warrants that may be tendered, then we will exchange Warrants from tendering Warrant holders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Warrants duly tendered by or on behalf of each Warrant holder (and not so withdrawn). This Offer will not have any special proration provision for odd-lot tenders, which means that all odd-lot tenders	

 
1

 	(including Warrant holders who own fewer than 100 Warrants) are subject to proration. The proration period will expire on the Expiration Date.	
 
Reasons for the Offer	The Offer is being made to all holders of Warrants. The purpose of the Offer is to reduce the number of Shares that would become outstanding upon the exercise of Warrants. See “The Offer, Section 5.C. Background and Purpose of the Offer—Purpose of the Offer.”	
 
Expiration Date of Offer	11:59 p.m., Eastern Time, on August 5, 2016, or such later date to which we may extend the Offer. All Warrants and related paperwork must be received by the Depositary by this time, as instructed herein. See “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments.”	
 
Withdrawal Rights	If you tender your Warrants and change your mind, you may withdraw your tendered Warrants at any time until the Expiration Date, as described in greater detail under “The Offer, Section 3. Withdrawal Rights.”	
 
Participation by Executive Officers and Directors	All of our directors and executive officers who beneficially own Warrants have agreed to participate in the Offer.	
 
 	Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.	
 
 	The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.	
 
 	PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.	
 
 	The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.	
 
 	For more information, see “The Offer, Section 5.D. Background and Purpose of the Offer—Interests of Directors and Executive Officers.”	

 
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Conditions of the Offer	The conditions of the Offer are:	
 
 	i.	there shall not have been instituted, threatened in writing or be pending any action or proceeding before or by any court or governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Offer, that is, or is reasonably likely to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects, or which would or might, in our reasonable judgment, prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer;	
 
 	ii.	no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects;	
 
 	iii.	in our reasonable judgment, there shall not have occurred or be reasonably likely to occur, any material adverse change to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs;	
 
 	iv.	there shall not have occurred:	
 
 	a.	any general suspension of, or limitation on prices for, trading in securities in U.S. securities or financial markets;	
 
 	b.	any material adverse change in the price of the Shares in U.S. securities or financial markets;	
 
 	c.	a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States;	
 
 	d.	any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the extension of credit by banks or other lending institutions; or	
 
 	e.	a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or its citizens.	
 
 	 	 	The foregoing conditions are solely for our benefit, and we may assert one or more of the conditions regardless of the circumstances giving rise to any such conditions. We may also, in our sole and absolute	

 
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 	discretion, waive these conditions in whole or in part, subject to the potential requirement to disseminate additional information and extend the Offer, as described under “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments.” The determination by us as to whether any condition has been satisfied shall be conclusive and binding on all parties. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed a continuing right which may be asserted at any time and from time to time prior to the Expiration Date.	
 
 	We may terminate the Offer if any of the conditions of the Offer are not satisfied prior to the Expiration Date. See “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments.”	
 
Fractional Shares	No fractional Shares will be issued. Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares. See “The Offer, Section 1.B. General Terms—Partial Tender Permitted.”	
 
Board of Directors’ Recommendation	Our board of directors (excluding those directors who beneficially own Warrants) has approved the Offer. However, none of the Company, its directors, officers or employees, nor the Financial Advisor, the Depositary or the Information Agent, makes any recommendation as to whether to tender Warrants. You must make your own decision as to whether to tender some or all of your Warrants. See “The Offer, Section 1D. General Terms—Board Approval of the Offer; No Recommendation; Holder’s Own Decision.”	
 
How to Tender Warrants	To tender your Warrants, you must complete the actions described herein under “The Offer, Section 2. Procedure for Tendering Warrants” before the Offer expires.	
 
Questions or Assistance	Please direct questions or requests for assistance, or for additional copies of this Offer Letter, Letter of Transmittal or other materials to the Information Agent or the Financial Advisor. The contact information for the Information Agent and the Financial Advisor is located on the back cover of this Offer Letter.	

 
4

 THE OFFER
Risks of Participating In the Offer
Participation in the Offer involves a number of risks, including, but not limited to, the risks identified in Section 12 below. Holders should carefully consider these risks and are urged to speak with their personal financial, investment and/or tax advisors as necessary before deciding whether to participate in the Offer. In addition, we strongly encourage you to read this Offer Letter in its entirety and review the documents referred to in Sections 8, 9, 12 and 15.
 
 1.	GENERAL TERMS	
The Offer is to permit holders of Warrants to tender up to 6,750,000 Warrants at an exchange ratio of 0.2780 Shares for each Warrant tendered (approximately one Share for every 3.6 Warrants tendered), subject to proration, as described herein. A holder may tender as few or as many Warrants as the holder elects. No fractional Shares will be issued. Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares. Holders may also exercise their Warrants during the Offer Period in accordance with the terms of the Warrant.
You may tender some or all of your Warrants on these terms. Because of the proration provisions described in this Offer Letter, we may exchange less than all of the Warrants tendered by a Warrant holder if more than an aggregate of 6,750,000 Warrants are properly tendered and not properly withdrawn.
If you elect to tender Warrants in response to the Offer, please follow the instructions in this Offer Letter and the related documents, including the Letter of Transmittal.
If you tender Warrants, you may withdraw your tendered Warrants before the Expiration Date and retain them on their terms by following the instructions herein.
The Shares to be exchanged for the Warrants have not been registered with the SEC. As described elsewhere in this Offer Letter, the issuance of the Shares upon exchange of the Warrants is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof. Under current interpretations of the staff of the Division of Corporation Finance of the SEC, securities that are obtained in a Section 3(a)(9) exchange generally assume the same character ( i.e. , restricted or unrestricted) as the securities that have been surrendered. We are also relying on Section 18(b)(4)(E) of the Securities Act to exempt the Shares from the registration and qualification requirements of state securities laws. The Shares that you receive in the Offer will be freely tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act.
A. Period of Offer
The Offer will only be open for a period beginning on July 11, 2016 and ending on the Expiration Date. We expressly reserve the right, in our sole discretion, at any time or from time to time, prior to the Expiration Date, to extend the period of time during which the Offer is open. There can be no assurance, however, that we will exercise our right to extend the Offer.
B. Partial Tender Permitted
If you choose to participate in the Offer, you may tender less than all of your Warrants pursuant to the terms of the Offer.
 
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HOLDERS MAY ALSO EXERCISE THEIR WARRANTS DURING THE OFFER PERIOD IN ACCORDANCE WITH THE TERMS OF THE WARRANTS.
C. Proration
The Offer is to permit holders of Warrants to tender up to 6,750,000 Warrants at an exchange ratio of 0.2780 Shares for each Warrant tendered (approximately one Share for every 3.6 Warrants tendered), subject to proration, as described herein. Accordingly, if more than 6,750,000 Warrants are properly tendered and not withdrawn prior to the Expiration Date, and we do not extend the Offer and increase the number of Warrants that may be tendered, we will exchange Warrants from tendering Warrant holders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Warrants duly tendered by or on behalf of each Warrant holder (and not so withdrawn). This Offer will not have any special proration provision for odd-lot tenders, which means that all odd-lot tenders (including Warrant holders who own fewer than 100 Warrants) are subject to proration. The proration period will expire on the Expiration Date.
D. Board Approval of the Offer; No Recommendation; Holder’s Own Decision
THE COMPANY’S BOARD OF DIRECTORS (EXCLUDING THOSE DIRECTORS WHO BENEFICIALLY OWN WARRANTS) HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE FINANCIAL ADVISOR, THE DEPOSITARY OR THE INFORMATION AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS WARRANTS.
E. Extensions of the Offer
We expressly reserve the right, in our sole discretion, and at any time or from time to time, prior to the Expiration Date, to extend the period of time during which the Offer is open. There can be no assurance, however, that we will exercise our right to extend the Offer. If we extend the Offer, we will give notice of such extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled expiration date of the Offer.
 
 2.	PROCEDURE FOR TENDERING WARRANTS	
A. Proper Tender of Warrants
To validly tender Warrants pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or photocopy thereof, together with any required signature guarantees, must be received by the Depositary at its address set forth on the last page of this document prior to the Expiration Date. The method of delivery of all required documents is at the option and risk of the tendering Warrant holders. If delivery is by mail, the Company recommends registered mail with return receipt requested (properly insured). In all cases, sufficient time should be allowed to assure timely delivery.
In the Letter of Transmittal, the tendering Warrant holder must: (i) set forth his, her or its name and address; (ii) set forth the number of Warrants tendered; and (iii) set forth the number of the Warrant certificate(s) representing such Warrants.
Where Warrants are tendered by a registered holder of the Warrants who has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal, all signatures on the Letters of Transmittal must be guaranteed by an “Eligible Institution.”
 
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An “Eligible Institution” is a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
If the Warrants are registered in the name of a person other than the signer of the Letter of Transmittal, the Warrants must be endorsed or accompanied by appropriate instruments of assignment, in either case signed exactly as the name(s) of the registered owner(s) appear on the Warrants, with the signature(s) on the Warrants or instruments of assignment guaranteed.
A tender of Warrants pursuant to the procedures described below in this Section 2 will constitute a binding agreement between the tendering holder and the Company upon the terms and subject to the conditions of the Offer.
ALL DELIVERIES IN CONNECTION WITH THE OFFER, INCLUDING A LETTER OF TRANSMITTAL AND WARRANTS, MUST BE MADE TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY.
NO DELIVERIES SHOULD BE MADE TO THE COMPANY, AND ANY DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
BOOK-ENTRY DELIVERY . The Depositary will establish an account for the Warrants at DTC for purposes of the Offer, within two business days after the date of this Offer Letter. Any financial institution that is a participant in DTC’s system may make book-entry delivery of Warrants by causing DTC to transfer such Warrants into the Depositary’s account in accordance with DTC’s procedure for such transfer. Even though delivery of Warrants may be effected through book-entry transfer into the Depositary’s account at DTC, a properly completed and duly executed Letter of Transmittal (or copy thereof), with any required signature guarantee, or an Agent’s Message, and any other required documentation, must in any case be transmitted to and received by the Depositary at its address set forth on the last page of this Offer Letter prior to the Expiration Date, or the guaranteed delivery procedures set forth herein must be followed. Delivery of the Letter of Transmittal (or other required documentation) to DTC does not constitute delivery to the Depositary. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. The term “Book-Entry Confirmation” means a timely confirmation of a book-entry transfer of Warrants into the Depositary’s account at DTC.
WARRANTS HELD IN STREET NAME . If Warrants are held through a direct or indirect DTC participant, such as a broker, dealer, commercial bank, trust company or other financial intermediary, you must instruct that holder to tender your Warrants on your behalf. A letter of instructions is included in these materials, and as an exhibit to the Schedule TO. The letter may be used by you to instruct a custodian to tender and deliver Warrants on your behalf.
Unless the Warrants being tendered are delivered to the Depositary by 11:59 p.m., Eastern Time, on August 5, 2016 (the Expiration Date) accompanied by a properly completed and duly executed Letter of Transmittal or a properly transmitted Agent’s Message, the Company may, at its option, treat such tender as invalid. Issuance of Shares upon tender of Warrants will be made only against the valid tender of Warrants.
 
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GUARANTEED DELIVERY . If you want to tender your Warrants pursuant to the Offer, but (i) your Warrants are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis, or (iii) time will not permit all required documents to reach the Depositary prior to the Expiration Date, you can still tender your Warrants, if all of the following conditions are met:
(a) the tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, overnight courier or fax, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form the Company has provided with this Offer Letter (with signatures guaranteed by an Eligible Institution); and
(c) the Depositary receives, within three Nasdaq trading days after the date of its receipt of the Notice of Guaranteed Delivery:
(1) the certificates for all tendered Warrants, or confirmation of receipt of the Warrants pursuant to the procedure for book-entry transfer as described above, and
(2) a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal. In any event, the issuance of Shares for Warrants tendered pursuant to the Offer and accepted pursuant to the Offer will be made only after timely receipt by the Depositary of Warrants, properly completed and duly executed Letter(s) of Transmittal and any other required documents.
B. Determination of Validity
All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for exchange of any tenders of Warrants will be determined by the Company, in its sole discretion, and its determination will be final and binding, subject to the judgment of any court that might provide otherwise. The Company reserves the absolute right, subject to the judgment of any court that might provide otherwise, to reject any or all tenders of Warrants that it determines are not in proper form or reject tenders of Warrants that may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right, subject to the judgment of any court that might provide otherwise, to waive any defect or irregularity in any tender of Warrants. Neither the Company nor any other person will be under any duty to give notice of any defect or irregularity in tenders, nor will any of them incur any liability for failure to give any such notice.
C. Tender Constitutes an Agreement
A tender of Warrants made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the tendering Warrant holder that: (i) the Offer is discretionary and may be extended, modified, suspended or terminated by us as provided herein; (ii) such Warrant holder is voluntarily participating in the Offer; (iii) the future value of our Warrants is unknown and cannot be predicted with certainty; (iv) such Warrant holder has read this Offer Letter; (v) such Warrant holder has consulted his, her or its tax and financial advisors with regard to how the Offer will impact the tendering Warrant holder’s specific situation; (vi) any foreign exchange obligations triggered by such Warrant holder’s tender of Warrants or receipt of proceeds are solely his, her or its responsibility; and (vii) regardless of any action that we take with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“ Tax Items ”) related to the Offer and the disposition of Warrants, such Warrant holder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of Warrants authorizes us to withhold all applicable Tax Items potentially payable by a tendering Warrant holder. Our acceptance for payment of Warrants tendered pursuant to the Offer will constitute a binding agreement between the tendering Warrant holder and us upon the terms and subject to certain conditions of the Offer.
 
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D. Signature Guarantees
Except as otherwise provided below, all signatures on a Letter of Transmittal by a person residing in or tendering Warrants in the United States must be guaranteed by an Eligible Institution. Signatures on a Letter of Transmittal need not be guaranteed if (i) the Letter of Transmittal is signed by the registered holder of the Warrant(s) tendered therewith and such holder has not completed the box entitled “Special Delivery Instructions” or “Special Issuance Instructions” in the Letter of Transmittal; or (ii) such Warrant(s) are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.
 
 3.	WITHDRAWAL RIGHTS	
Tenders of Warrants made pursuant to the Offer may be rescinded at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable. If the Company extends the period of time during which the Offer is open for any reason, then, without prejudice to the Company’s rights under the Offer and in a manner compliant with Rule 14e-1(c) of the Exchange Act, the Company may retain all Warrants tendered and tenders of such Warrants may not be rescinded, except as otherwise provided in this Section 3. Notwithstanding the foregoing, tendered Warrants may also be withdrawn if the Company has not accepted the Warrants for exchange by the 40th business day after the initial commencement of the Offer.
To be effective, a written notice of withdrawal must be timely received by the Depositary at its address identified in this Offer Letter. Any notice of withdrawal must specify the name of the holder who tendered the Warrants for which tenders are to be withdrawn and the number of Warrants to be withdrawn. If the Warrants to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal must be submitted to the Depositary prior to release of such Warrants. In addition, such notice must specify the name of the registered holder (if different from that of the tendering Warrant holder) and the serial numbers shown on the particular certificates evidencing the Warrants to be withdrawn. Withdrawal may not be cancelled, and Warrants for which tenders are withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, Warrants for which tenders are withdrawn may be tendered again by following one of the procedures described in Section 2 at any time prior to the Expiration Date.
A holder of Warrants desiring to withdraw tendered Warrants previously delivered through DTC should contact the DTC participant through which such holder holds his, her or its Warrants. In order to withdraw previously tendered Warrants, a DTC participant may, prior to the Expiration Date, withdraw its instruction previously transmitted through the WARR PTS function of DTC’s ATOP procedures by (i) withdrawing its acceptance through the WARR PTS function, or (ii) delivering to the Depositary by mail, hand delivery or fax, a notice of withdrawal of such instruction. The notices of withdrawal must contain the name and number of the DTC participant. A withdrawal of an instruction must be executed by a DTC participant as such DTC participant’s name appears on its transmission through the WARR PTS function to which such withdrawal relates. A DTC participant may withdraw a tendered Warrant only if such withdrawal complies with the provisions described in this paragraph.
A holder who tendered his, her or its Warrants other than through DTC should send written notice of withdrawal to the Depositary specifying the name of the Warrant holder who tendered the Warrants being withdrawn. All signatures on a notice of withdrawal must be guaranteed by a Medallion Signature Guarantor; provided, however, that signatures on the notice of withdrawal need not be guaranteed if the Warrants being withdrawn are held for the account of an Eligible Institution. Withdrawal of a prior Warrant tender will be effective upon receipt of the notice of withdrawal by the Depositary. Selection of the method of notification is at the risk of the Warrant holder, and notice of withdrawal must be timely received by the Depositary.
All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its sole discretion, which determination will be final and binding, subject to the judgment of any court that might provide otherwise. Neither the Company nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification, subject to the judgment of any court that might provide otherwise.
 
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 4.	ACCEPTANCE OF WARRANTS AND ISSUANCE OF SHARES	
Upon the terms and subject to the conditions of the Offer, we will accept for exchange Warrants validly tendered as of the Expiration Date, subject to proration, as described herein. The Shares to be issued will be delivered promptly following the Expiration Date. In all cases, Warrants will only be accepted for exchange pursuant to the Offer after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.
For purposes of the Offer, the Company will be deemed to have accepted for exchange Warrants that are validly tendered and for which tenders are not withdrawn, subject to proration, as described herein, unless the Company gives written notice to the Warrant holder of its non-acceptance prior to the Expiration Date.
If you tender Warrants pursuant to the Offer, and you are not an affiliate of the Company, you will receive unlegended Shares, which will be freely tradable.
 
 5.	BACKGROUND AND PURPOSE OF THE OFFER	
A. Information Concerning Del Taco Restaurants, Inc.
We were originally incorporated in Delaware on August 2, 2013 as Levy Acquisition Corp. (“LAC”), a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On March 12, 2015, LAC entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among LAC, its wholly-owned subsidiary, Levy Merger Sub, LLC (“Merger Sub”), and Del Taco Holdings, Inc. (“DTH”), providing for the merger (the “Merger”) of Merger Sub with and into DTH, with DTH surviving the merger as our wholly-owned subsidiary (the “Business Combination”).
Concurrent with the execution of the Merger Agreement, Levy Epic Acquisition Company, LLC (“Levy Newco”), Levy Epic Acquisition Company II, LLC (“Levy Newco II” and with Levy Newco, the “Levy Newco Parties”), DTH and certain of DTH’s shareholders entered into a stock purchase agreement (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the Levy Newco Parties agreed to purchase 2,348,968 shares of DTH common stock from DTH for $91.2 million in cash, and to purchase 740,564 shares of DTH common stock directly from existing DTH shareholders for $28.8 million in cash (the “Initial Investment”). As a result of this Initial Investment, an aggregate of 3,089,532 shares of DTH common stock were purchased by the Levy Newco Parties for total cash consideration of $120.0 million.
On June 30, 2015 (the “Closing Date”), we consummated the Business Combination, and Merger Sub merged with and into DTH, with DTH surviving the merger as our wholly-owned subsidiary. In connection with the closing of the Business Combination, we changed our name from Levy Acquisition Corp. to Del Taco Restaurants, Inc.
The Company is a nationwide operator and franchisor of restaurants featuring fresh and fast made-to-order cuisine, including both Mexican inspired and American classic dishes. As of December 29, 2015, there were 544 Del Taco restaurants, a majority of these in the Pacific Southwest. We serve our customers high-quality food typical of fast casual restaurants but with the speed, convenience and value associated with traditional quick service restaurants (“QSRs”). With attributes of both a fast casual restaurant and a QSR — a combination we call QSR+ — we occupy a place in the restaurant market distinct from our competitors. Our food is prepared in working kitchens where our customers see cooks grilling marinated chicken and steak, chopping tomatoes and cilantro for salsa, grating cheddar cheese, slicing avocados and slow cooking whole pinto beans. And we believe that we are poised for growth, operating within the fastest growing segment of the restaurant industry, the limited service restaurant (“LSR”) segment. With an average system check of $6.79, we offer a compelling value proposition relative to both QSR and fast casual peers.
 
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Our distinctive menu offers a combination of Mexican-inspired food, such as tacos and burritos, and American classics, such as “Double Del” cheeseburgers, crinkle-cut fries and milkshakes. The dual menu offers something for everyone, helping us attract a broader customer base than other Mexican LSRs while eliminating the “veto vote.” Additionally, our menu features both premium items such as our Epic Burritos ® , Handcrafted Ensaladas and Fresca Bowls as well as lower priced items on our Buck & Under Menu ® . While the lower priced items appeal to a value-oriented customer, the Buck & Under Menu ® is also designed to increase the average check by offering variety for customers wishing to supplement their order with an additional menu item. For the year ended December 29, 2015, approximately 22% of company-operated restaurant sales consisted of Buck & Under Menu ® items. With our tiered pricing strategy, we appeal to customers from a wide variety of socio-economic backgrounds and price sensitivities.
We opened our first restaurant in Yermo, California in 1964. The original restaurant had a simple menu consisting of 19 cent tacos, tostadas and french fries and 24 cent cheeseburgers. Over the last nearly 52 years, located now in 16 states, we have grown to 297 company-operated and 247 franchised restaurants as of December 29, 2015.
Our principal executive offices are located at 25521 Commercentre Drive, Lake Forest, California 92630, and our telephone number is (949) 462-9300.
B. Establishment of Offer Terms; Approval of the Offer
Our board of directors (excluding those directors who beneficially own Warrants) approved the exchange of Warrants for Shares and formed a committee consisting of Eileen Aptman, Paul J.B. Murphy, III and Joseph Stein to approve the exchange ratio and other terms of this Offer. The committee approved the exchange ratio and the other terms of this Offer. The committee set the exchange ratio in order to provide the holders of the Warrants with an incentive to exchange the Warrants.
Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.
The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.
PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.
The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.
C. Purpose of the Offer
The Offer is being made to all holders of Warrants. The purpose of the Offer is to reduce the number of Shares that would become outstanding upon the exercise of Warrants. The Company’s board of directors believes that by allowing holders of Warrants to exchange one Warrant for 0.2780 Shares, the Company can potentially reduce the substantial number of Shares that would be issuable upon exercise of the Warrants, thus providing investors and potential investors with greater certainty as to the Company’s capital structure. For example, if all of the 6,750,000 eligible Warrants were validly tendered in the Offer, the Company would issue 1,876,500 Shares
 
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in exchange for such tendered Warrants. However, if all of the 6,750,000 eligible Warrants were exercised for Shares pursuant to the terms of the Warrants, the Company would issue 6,750,000 Shares in such exercise. The Warrants acquired pursuant to the exchange will be retired and cancelled. The Offer is not made pursuant to a plan to periodically increase any securityholder’s proportionate interest in the assets or earnings and profits of the Company.
D . Interests of Directors and Executive Officers
The names of the executive officers and directors of the Company are set forth below. The business address for each such person is: c/o Del Taco Restaurants, Inc., 25521 Commercentre Drive, Lake Forest CA 92630 and the telephone number for each such person is (949) 462-9300.

Name	  	Position	
Paul J.B. Murphy, III	  	President and Chief Executive Officer and Director	
Steven L. Brake	  	Executive Vice President and Chief Financial Officer	
John D. Cappasola, Jr.	  	Executive Vice President and Chief Brand Officer	
David A. Pear	  	Senior Vice President of Operations	
Lawrence F. Levy	  	Chairman of the Board of Directors	
Eileen Aptman	  	Director	
Ari B. Levy	  	Director	
R.J. Melman	  	Director	
Joseph Stein	  	Director	
Patrick D. Walsh	  	Director	
As of July 8, 2016, we had 37,976,206 outstanding Shares and 12,162,817 outstanding Warrants. The Shares issuable upon exercise of the 6,750,000 Warrants eligible to be tendered pursuant to the Offer represent approximately 17.8% of our outstanding Shares as of July 8, 2016.
All of our directors and executive officers who beneficially own Warrants have agreed to participate in the Offer.
Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.
The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.
PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.
The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.
The Company does not beneficially own any Warrants, nor, to the Company’s knowledge after reasonable inquiry, do any of its other executive officers or directors own any Warrants except as described above.
 
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Below is a list of Warrants that we have repurchased under our previously announced Warrant repurchase program during the 60-day period prior to the date of this Offer Letter. Except as set forth below we have not and, to the best of our knowledge, none of our current directors, executive officers or any person holding a controlling interest in us has, engaged in any transactions involving the Warrants during the 60-day period prior to the date of this Offer Letter.

Date	  	Warrants
Repurchased	 	  	Average Price
per Warrant	 	
June 29, 2016	  	 	235,000	  	  	$	1.85	  	
On June 30, 2016, 5,049,623 Warrants were released from an escrow account established in connection with the Business Combination. Following the release of the Warrants held in the escrow account, on July 6, 2016, Levy Acquisition Sponsor, LLC distributed to its members all of the Warrants held by Levy Acquisition Sponsor, LLC, pro rata, in accordance with the membership interests of the members for no consideration. In the pro rata distribution, (i) Levy Family Partners, LLC received 1,769,652 Warrants, (ii) the Ari Levy 2003 Investment Trust received 1,792,095 Warrants and (iii) PW Acquisitions, LP received 600,000 Warrants.
E. Plans, Proposals or Negotiations
Except as set forth below in Section 8 hereunder, there are no present plans, proposals or negotiations by the Company that relate to or would result in:
 
 	•	 	any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;	
 
 	•	 	a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;	
 
 	•	 	any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;	
 
 	•	 	any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;	
 
 	•	 	any other material change in the Company’s corporate structure or business;	
 
 	•	 	any class of equity security of the Company being delisted from a national securities exchange;	
 
 	•	 	any class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;	
 
 	•	 	the suspension of the Company’s obligation to file reports pursuant to Section 15(d) of the Exchange Act;	
 
 	•	 	the acquisition by any person of additional securities of the subject company, or the disposition of securities of the subject company; or	
 
 	•	 	changes in the Company’s Second Amended and Restated Certificate of Incorporation or Bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company by any person.	
THE COMPANY’S BOARD OF DIRECTORS (EXCLUDING THOSE DIRECTORS WHO BENEFICIALLY OWN WARRANTS) HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE FINANCIAL ADVISOR, THE DEPOSITARY OR THE INFORMATION AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER ANY WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS WARRANTS.
 
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 6.	PRICE RANGE OF SHARES AND WARRANTS	
Our Shares and Warrants are listed on Nasdaq under the symbols TACO and TACOW, respectively. Prior to April 28, 2015, our Shares and Warrants were listed on Nasdaq under the symbols LEVY and LEVYW, respectively. On July 8, 2016, the last reported sale prices for the Shares and the Warrants were $9.01 and $1.83, respectively.
The Company recommends that holders consider current market quotations for the Shares and the Warrants, among other factors, before deciding whether or not to tender their Warrants.

 	  	Shares (1)	 	  	Warrants (2)	 	
 	  	High	 	  	Low	 	  	High	 	  	Low	 	
 	  	$	 	  	$	 	  	$	 	  	$	 	
Fiscal 2014	  				  				  				  				
First Quarter	  	 	10.49	  	  	 	9.40	  	  	 	5.00	  	  	 	0.46	  	
Second Quarter	  	 	9.95	  	  	 	9.62	  	  	 	0.65	  	  	 	0.46	  	
Third Quarter	  	 	9.80	  	  	 	9.60	  	  	 	0.55	  	  	 	0.32	  	
Fourth Quarter	  	 	9.88	  	  	 	9.62	  	  	 	0.42	  	  	 	0.35	  	
Fiscal 2015	  				  				  				  				
First Quarter	  	 	11.48	  	  	 	9.69	  	  	 	2.20	  	  	 	0.35	  	
Second Quarter	  	 	17.25	  	  	 	11.05	  	  	 	6.88	  	  	 	2.20	  	
Third Quarter (3)	  	 	16.48	  	  	 	12.26	  	  	 	6.52	  	  	 	3.42	  	
Fourth Quarter	  	 	15.18	  	  	 	9.71	  	  	 	5.41	  	  	 	2.63	  	
Fiscal 2016	  				  				  				  				
First Quarter	  	 	11.10	  	  	 	8.37	  	  	 	3.70	  	  	 	1.70	  	
Second Quarter	  	 	10.78	  	  	 	8.89	  	  	 	2.71	  	  	 	1.71	  	
Third Quarter (through July 8)	  	 	9.38	  	  	 	8.43	  	  	 	1.98	  	  	 	1.65	  	
 
(1)	Our common stock began separate trading on Nasdaq on January 8, 2014. As a result, the figures for the first quarter of 2014 are for the period from January 8, 2014 through March 25, 2014.	
(2)  	Our warrants began separate trading on Nasdaq on January 6, 2014. As a result, the figures for the first quarter of 2014 are for the period from January 6, 2014 through March 25, 2014.	
(3)  	The Business Combination was consummated on June 30, 2015.	
 
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The table below indicates the implied Warrant value at various hypothetical stock prices based on the exchange ratio of 0.2780 Shares per Warrant. The implied Warrant value is calculated by multiplying the prices per Share in the table below by the exchange ratio. The stock prices below are included for illustrative purposes only and there can be no assurance that the Shares will trade at such prices prior to, at or after the expiration of the Offer.

Price per Share	  	Implied
Warrant Value	 	
$8.00	  	$	2.22	  	
$8.20	  	$	2.28	  	
$8.40	  	$	2.34	  	
$8.60	  	$	2.39	  	
$8.80	  	$	2.45	  	
$9.00	  	$	2.50	  	
$9.20	  	$	2.56	  	
$9.40	  	$	2.61	  	
$9.60	  	$	2.67	  	
$9.80	  	$	2.72	  	
$10.00	  	$	2.78	  	
$10.20	  	$	2.84	  	
$10.40	  	$	2.89	  	
$10.60	  	$	2.95	  	
$10.80	  	$	3.00	  	
$11.00	  	$	3.06	  	
$11.20	  	$	3.11	  	
$11.40	  	$	3.17	  	
$11.60	  	$	3.22	  	
$11.80	  	$	3.28	  	
$12.00	  	$	3.34	  	
 
 7.	SOURCE AND AMOUNT OF FUNDS	
Because this transaction is an offer to holders to exchange their existing Warrants for Shares, there is no source of funds or other cash consideration being paid by the Company to those tendering Warrants. We will use our existing funds to pay expenses associated with the Offer.
 
 8.	TRANSACTIONS AND AGREEMENTS CONCERNING THE COMPANY’S SECURITIES	
Except as described herein, none of the Company or, to our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Offer or with respect to any of our securities, including any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.
Tender Support Agreement
We have entered into a tender support agreement with Levy Family Partners, LLC, the Ari Levy 2003 Investment Trust, PW Acquisitions, LP and The R.J. Investment Trust which hold an aggregate of 4,164,247 Warrants, pursuant to which Levy Family Partners, LLC, the Ari Levy 2003 Investment Trust, PW Acquisitions, LP and The R.J. Trust have agreed to tender pursuant to the Offer not less than 665,000, 670,300, 164,000 and 700, respectively, of the Warrants owned by them in accordance with the terms and conditions of the Offer as set
 
15

forth in this Offer Letter. These Warrant holders may tender a greater number of Warrants, up to the total number of Warrants they hold (subject to proration and the other terms of the Offer)
The agreement terminates on the earliest to occur of: (i) the termination of the Offer, without any Warrants being accepted for exchange thereunder, (ii) the date of any modification, waiver, change or amendment of the Offer after the date hereof that results in a (A) decrease in the number of Shares issuable upon exchange of each Warrant, or (B) change in the form of consideration to be paid in the Offer, or (iii) August 31, 2016 if, on or prior to such date, the Offer has not been consummated.
Pursuant to the tender support agreement, we have agreed to indemnify the counterparties and reimburse them for their expenses incurred in connection with the agreement.
Stockholders Agreement
Concurrent with the closing of the Business Combination, we became bound by the terms of a Stockholders Agreement, dated as of March 12, 2015 (the “Stockholders Agreement”). We entered into the Stockholders Agreement with certain parties collectively referred to as the “GSMP Parties,” certain parties collectively referred to as the “Charlesbank Parties,” certain parties collectively referred to as the “Leonard Green Parties,” certain parties collectively referred to as the “Levy Parties” (which included Lawrence F. Levy, Ari B. Levy and Steven C. Florsheim, all of whom served as directors of the Company in 2015), certain parties collectively referred to as the “Walsh Parties,” certain parties collectively referred to as the “Levy Newco Parties,” and certain parties collectively referred to as the “Other Stockholders.”
Pursuant to the terms of the Stockholders Agreement, certain stockholders of DTH, the Levy Parties and PW Acquisitions LP, a Delaware limited partnership that is controlled by Patrick D. Walsh (who is a director of the Company), may request in writing that the Company register under the Securities Act all or a portion of the shares of our common stock held by them and the former DTH stockholders (the “Registrable Stock”).
Pursuant to the Stockholders Agreement, on July 2, 2015, we filed a shelf registration statement with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (as amended, the “Shelf Registration Statement”) for the sale of all of the Registrable Stock, all of the issued and outstanding unregistered shares of our common stock issued prior to our initial public offering, and all of the unregistered shares of common stock issuable upon exercise of our issued and outstanding private placement warrants (the “Private Placement Warrants”). The SEC declared the Shelf Registration Statement effective on July 15, 2015.
On October 30, 2015, certain DTH stockholders sold all of the shares of our common stock held by them in an underwritten secondary public offering conducted pursuant to the Shelf Registration Statement. We incurred a total of $0.7 million of expenses in connection with the offering pursuant to the Stockholders Agreement.
Warrant Agreement
In connection with our initial public offering and the appointment of a warrant agent for the Warrants, we entered into a warrant agreement (the “ Warrant Agreement ”) with CST. The warrant agreement provides for the various terms, restrictions and governing provisions that dictate all of the terms of the Warrants.
Loans
At the closing of the Business Combination, we issued 389,623 Private Placement Warrants to the Sponsor, an affiliate of Lawrence F. Levy, Ari B. Levy and Steven C. Florsheim, to repay $389,623 of working capital loans owed by LAC to the Sponsor.
 
16

Other Agreements and Transactions
The Company has retained CST to act as the Depositary and Morrow Sodali to act as the Information Agent. Directors, officers and employees of either us or our affiliates, or the Information Agent may contact holders of Warrants by hand, mail, telephone or facsimile regarding the Offer and may request brokers, dealers and other nominees to forward the Offer Letter and related materials to beneficial owners of the Warrants. Such directors, officers and employees will not be specifically compensated for providing such services. CST and Morrow Sodali will receive reasonable and customary compensation for their respective services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will be indemnified by the Company against certain liabilities and expenses in connection therewith.
 
 9.	FINANCIAL INFORMATION REGARDING THE COMPANY	
The financial information included under Part II, Item 8 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2015 and under Part I, Item 1 in the Company’s Quarterly Report on Form 10-Q for the twelve week period ended March 22, 2016 is incorporated herein by reference. The full text of all such filings with the SEC, as well as other documents we have filed with the SEC prior to, or will file with the SEC subsequent to, the filing of the Tender Offer Statement on Schedule TO can be accessed electronically on the SEC’s website at www.sec.gov.
Summary Financial Information. The following is a summary of historical consolidated statement of operations data and consolidated balance sheet data as of and for each period indicated. The summary historical consolidated financial data for the 26 weeks ended December 29, 2015 (Successor), 26 weeks ended June 30, 2015 (Predecessor) and 52 weeks ended December 30, 2014 (Predecessor) are derived from, and should be read in conjunction with, our audited financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed with the SEC on March 8, 2016. The summary historical consolidated financial data as of and for the 12 week periods ended March 22, 2016 (Successor) and March 24, 2015 (Predecessor) are derived from, and should be read in conjunction with, our unaudited financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q filed with the SEC on May 2, 2016.
 
17

Summary Consolidated Statement of Operations Data:

 	 	Successor (1)	 	 	Predecessor (1)	 	 	Successor (1)	 	 	Predecessor (1)	 	
(Amounts in thousands, except for share and per
share data):	 	12 Weeks
Ended
March 22,
2016	 	 	12 Weeks
Ended
March 24,
2015	 	 	26 Weeks
Ended
December 29,
2015	 	 	26 Weeks
Ended
June 30,
2015	 	 	52 Weeks
Ended (2)
December 30,
2014	 	
 	 	(unaudited)	 	 	(unaudited)	 	 	 	 	 	 	 	
Revenue	 	$	97,403	  	 	$	94,418	  	 	$	215,450	  	 	$	208,552	  	 	$	396,024	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	90,663	  	 	 	85,673	  	 	 	196,203	  	 	 	186,858	  	 	 	368,692	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations	 	 	6,740	  	 	 	8,745	  	 	 	19,247	  	 	 	21,694	  	 	 	27,332	  	
Other expense, net	 	 	1,537	  	 	 	13,227	  	 	 	16,482	  	 	 	18,850	  	 	 	35,489	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from operations before provision for income taxes	 	 	5,203	  	 	 	(4,482	) 	 	 	2,765	  	 	 	2,844	  	 	 	(8,157	) 	
Provision for income taxes	 	 	2,142	  	 	 	458	  	 	 	112	  	 	 	740	  	 	 	1,098	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	 	3,061	  	 	 	(4,940	) 	 	 	2,653	  	 	 	2,104	  	 	 	(9,255	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	—  	  	 	 	1	  	 	 	—  	  	 	 	34	  	 	 	(106	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	$	3,061	  	 	$	(4,939	) 	 	$	2,653	  	 	$	2,138	  	 	$	(9,361	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 			 	 				 			 	 				
Basic	 	$	0.08	  	 	$	(1.21	) 	 	$	0.07	  	 	$	0.38	  	 	$	(2.37	) 	
Diluted	 	$	0.08	  	 	$	(1.21	) 	 	$	0.07	  	 	$	0.37	  	 	$	(2.37	) 	
Weighted-average shares outstanding:	 			 	 				 			 	 				
Basic	 	 	38,798,014	  	 	 	4,074,498	  	 	 	38,802,425	  	 	 	5,492,417	  	 	 	3,907,835	  	
Diluted	 	 	38,798,301	  	 	 	4,074,498	  	 	 	40,249,993	  	 	 	5,610,859	  	 	 	3,907,835	  	
Summary Consolidated Balance Sheet Data:

 	  	Successor (1)	 	 	  	 	Predecessor (1)	 	
(Amounts in thousands)	  	March 22,
2016	 	  	December 29,
2015	 	 	  	 	December 30,
2014	 	
 	  	(unaudited)	 	  	 	 	 	  	 	 	 	
Total current assets	  	$	21,080	  	  	$	19,765	  	 	 	 	$	18,439	  	
Total assets	  	 	704,158	  	  	 	703,572	  	 	 	 	 	549,319	  	
Total current liabilities	  	 	49,184	  	  	 	51,453	  	 	 	 	 	48,185	  	
Total liabilities	  	 	332,999	  	  	 	335,195	  	 	 	 	 	467,915	  	
Total shareholders’ equity	  	 	371,159	  	  	 	368,377	  	 	 	 	 	81,404	  	
 
(1)  	As a result of the Business Combination, we are the acquirer for accounting purposes, and DTH is the acquiree and accounting predecessor. Our financial statement presentation distinguishes a “Predecessor” for DTH for periods prior to the Closing Date. We were subsequently re-named as Del Taco Restaurants, Inc. and are the “Successor” for periods after the Closing Date, which includes consolidation of DTH subsequent to the Business Combination on June 30, 2015.	
(2)  	We use a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Fiscal year 2015 and fiscal year 2014 ended on December 29, 2015 and December 30, 2014, respectively. In a 52-week fiscal year, the first, second and third quarters each include 12 weeks of operations and the fourth quarter includes 16 weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include 12 weeks of operations and the fourth quarter includes 17 weeks of operations. A 53-week fiscal year occurs approximately every six or seven years. Fiscal year 2015 and fiscal year 2014 were 52-week fiscal years.	
Book value per share . Our book value per common share as of March 22, 2016 was $9.59.
 
18

Ratio of Earnings to Fixed Charges:
The following table sets forth our ratios of earnings (loss) to fixed charges for the periods shown:

 	  	12 Weeks
Ended
March 22,
2016	 	  	26 Weeks
Ended
December 29,
2015	 	  	26 Weeks
Ended
June 30,
2015	 	  	52 Weeks
Ended
December 30,
2014	 	
Ratio of earnings to fixed charges	  	 	2.48	  	  	 	1.34	  	  	 	1.17	  	  	 	0.79	  	
Amount by which earnings were insufficient to cover fixed charges (amounts in thousands)	  	$	N/A	  	  	$	N/A	  	  	$	N/A	  	  	$	(8,262	) 	
For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before provision for income taxes plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of deferred financing costs and debt discount and one-third of rental expense on operating leases, representing that portion of rental expense that we estimate to be attributable to interest.
 
 10.	CONDITIONS; TERMINATION; WAIVERS; EXTENSIONS; AMENDMENTS	
The conditions of the Offer are:
 
 	i.	there shall not have been instituted, threatened in writing or be pending any action or proceeding before or by any court or governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Offer, that is, or is reasonably likely to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects, or which would or might, in our reasonable judgment, prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer;	
 
 	ii.	no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects;	
 
 	iii.	in our reasonable judgment, there shall not have occurred or be reasonably likely to occur, any material adverse change to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs;	
 
 	iv.	there shall not have occurred:	
 
 	a.	any general suspension of, or limitation on prices for, trading in securities in U.S. securities or financial markets;	
 
 	b.	any material adverse change in the price of the Shares in U.S. securities or financial markets;	
 
 	c.	a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States;	
 
 	d.	any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the extension of credit by banks or other lending institutions; or	
 
 	e.	a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or its citizens.	
 
19

The foregoing conditions are solely for our benefit, and we may assert one or more of the conditions regardless of the circumstances giving rise to any such conditions. We may also, in our sole and absolute discretion, waive these conditions in whole or in part, subject to the potential requirement to disseminate additional information and extend the Offer, as described below. The determination by us as to whether any condition has been satisfied shall be conclusive and binding on all parties. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed a continuing right which may be asserted at any time and from time to time prior to the Expiration Date.
We may terminate the Offer if any of the conditions of the Offer are not satisfied prior to the Expiration Date. In the event that we terminate the Offer, all Warrants tendered by a Warrant holder in connection with the Offer will be returned to such Warrant holder and the Warrants will expire in accordance with their terms on June 30, 2020 and will otherwise remain subject to their original terms.
Subject to applicable securities laws and the terms and conditions set forth in this Offer Letter, we expressly reserve the right (but will not be obligated), at any time or from time to time, prior to the Expiration Date, regardless of whether or not any of the events set forth above shall have occurred or shall have been determined by us to have occurred, to (a) waive any and all conditions of the Offer, (b) extend the Offer, or (c) otherwise amend the Offer in any respect. The rights reserved by us in this paragraph are in addition to our rights to terminate the Offer described above. Irrespective of any amendment to the Offer, all Warrants previously tendered pursuant to the Offer and not accepted for exchange or withdrawn will remain subject to the Offer and may be accepted thereafter for exchange by us.
If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition to the Offer, we will disseminate additional information and extend the Offer to the extent required by Exchange Act Rules 13e-4(d)(2) and 13e-4(e)(3). In addition, we may, if we deem appropriate, extend the Offer for any other reason. In addition, if the exchange ratio for Shares to Warrants is adjusted, the Offer will remain open at least 10 business days from the date we first give notice of such change to Warrant holders, by press release or otherwise.
Any extension, amendment or termination of the Offer by us will be followed promptly by a public announcement thereof. Without limiting the manner in which we may choose to make such announcement, we will not, unless otherwise required by law, have any obligation to advertise or otherwise communicate any such announcement other than by making a release to the Dow Jones News Service, Globe Newswire or such other means of public announcement as we deem appropriate.
If for any reason the acceptance for exchange (whether before or after any Warrants have been accepted for exchange pursuant to the Offer), or the exchange for, Warrants subject to the Offer is delayed or if we are unable to accept for exchange, or exchange for, Warrants pursuant to the Offer, then, without prejudice to our rights under the Offer, tendered Warrants may be retained by the Depositary on our behalf and may not be withdrawn (subject to Exchange Act Rule 14e-1(c), which requires that an offeror deliver the consideration offered or return the securities deposited by or on behalf of the investor promptly after the termination or withdrawal of a tender offer). In addition to being limited by Exchange Act Rule 14e-1(c), our reservation of the right to delay delivery of the Shares for Warrants which we have accepted for exchange pursuant to the Offer is limited by Exchange Act Rule 13e-4(f)(5),which requires that an offeror deliver the consideration offered or return the securities tendered pursuant to a tender offer promptly after termination or withdrawal of that tender offer. Notwithstanding the foregoing, tendered Warrants may also be withdrawn if the Company has not accepted the Warrants for exchange by the 40th business day after the initial commencement of the Offer.
Pursuant to Exchange Act Rule 13e-4, we have filed the Schedule TO with the SEC which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as set forth under “Additional Information; Miscellaneous” in this Offer Letter.
 
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 11.	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	
The following is a summary of the material U.S. federal income tax consequences to holders that own and hold Warrants as capital assets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and that exchange Warrants for Shares pursuant to the Offer. This discussion does not address all of the tax consequences that may be relevant to a holder based on his, her or its individual circumstances and does not address tax consequences applicable to holders that may be subject to special tax rules, such as: financial institutions; insurance companies; regulated investment companies; tax-exempt organizations; dealers or traders in securities or currencies; holders that actually or constructively own 5% or more of our Shares; holders that hold Warrants as part of a position in a straddle or a hedging, conversion or integrated transaction for U.S. federal income tax purposes; holders that have a functional currency other than the U.S. dollar; holders that received their Warrants as compensation for the performance of services; or holders that are not U.S. persons (as defined for U.S. federal income tax purposes). Moreover, this summary does not address any state, local or foreign tax consequences or any U.S. federal non-income tax consequences of the exchange of Warrants for Shares pursuant to the Offer or, except as discussed herein, any tax reporting obligations of a holder. Holders should consult their tax advisors as to the specific tax consequences to them of the Offer in light of their particular circumstances.
If an entity treated as a partnership for U.S. federal income tax purposes holds Warrants, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Holders owning their Warrants through a partnership should consult their tax advisors regarding the U.S. federal income tax consequence of exchanging Warrants for Shares pursuant to the Offer.
This summary is based on the Code, applicable Treasury regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or differing interpretations by the Internal Revenue Service (“ IRS ”) or a court, which could affect the tax consequences described herein.
The exchange of Warrants for Shares pursuant to the Offer should be treated as a “recapitalization” pursuant to which (i) no gain or loss should be recognized on the exchange of Warrants for Shares, (ii) a holder’s aggregate tax basis in the Shares received in the exchange should equal the holder’s aggregate tax basis in its Warrants surrendered in exchange therefor, and (iii) a holder’s holding period for the Shares received in the exchange should include its holding period for the surrendered Warrants. Special tax basis and holding period rules apply to holders that acquired different blocks of Warrants at different prices or at different times. Holders should consult their tax advisors as to the applicability of these special rules to their particular circumstances.
Although the Company believes the exchange pursuant to the Offer is a value-for-value transaction, because of the uncertainty inherent in any valuation, there can be no assurance that the IRS or a court would agree. If the IRS or a court were to view the exchange pursuant to the Offer as the issuance of Shares to an exchanging holder having a value in excess of the Warrants surrendered by such holder, such excess value could be viewed as a constructive dividend under Section 305 of the Code. Although not free from doubt, it is expected that such constructive dividend, if any, should be considered a dividend of common stock on common stock, which generally should be nontaxable for most holders.
Holders are urged to consult their personal tax advisors concerning the tax consequences of an exchange pursuant to Offer based on their particular circumstances.
 
12 .	FORWARD-LOOKING STATEMENTS; RISK FACTORS	
This Offer Letter contains forward-looking statements. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the Company’s strategic direction, prospects and future results. Certain factors, including factors outside of the Company’s control, may cause actual results to differ
 
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materially from those contained in the forward-looking statements. All forward looking statements included in this Offer Letter are based on information available to the Company as of the date hereof.
An investment in our Shares involves a high degree of risk. In addition to the risks identified below relating to the Offer, please refer to our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 29, 2015, filed on March 8, 2016, and our Quarterly Report on Form 10-Q for the quarter ended March 22, 2016, filed on May 2, 2016, for a discussion of risks relating to our business and an investment in our Shares. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the matters identified as potential risks materialize, our business could be harmed. In that event, the trading price of our Shares and Warrants could decline.
There is no guarantee that your decision whether to tender your Warrants in the Offer will put you in a better future economic position.
We can give no assurance as to the price at which a stockholder may be able to sell his, her or its Shares in the future following the completion of the Offer. If you choose to tender some or all of your Warrants in the Offer, certain future events (including, without limitation, those described in Section 5.E, “Plans, Proposals or Negotiations”), which may be significant and may happen quickly at any time in the future, may result in you realizing a lower value than you might have realized in the future had you not agreed to exchange your Warrants. Similarly, if you do not tender your Warrants in the Offer, you will continue to bear the risk of ownership of your Warrants after the closing of the Offer, and there can be no assurance that you can sell your Warrants (or exercise them for Shares) in the future at a higher price than would have been obtained by participating in the Offer or at all. You should carefully review the terms of the Warrants, including the warrant agreement governing the Warrants, and consult your own individual tax and/or financial advisor for assistance on how the tender of your Warrants may affect your individual situation.
If the Offer is successful, the liquidity of the market for the Warrants may be substantially reduced.
If the Offer is successful, the holders of Warrants who tender their Warrants will receive Shares that are listed on Nasdaq. Levy Family Partners, LLC, the Ari Levy 2003 Investment Trust, PW Acquisitions, LP and The R.J. Investment Trust, which hold approximately 34.2% of the outstanding Warrants, have agreed to tender an aggregate of not less than 1,500,000 of their Warrants. To the extent that the Offer is successful, the liquidity of the market for any remaining Warrants, which are listed on Nasdaq, may be substantially reduced. These Warrant holders may tender a greater number of Warrants, up to the total number of Warrants they hold (subject to proration and the other terms of the Offer).
Certain members of our Board are subject to conflicts of interest with respect to the Offer.
Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.
The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.
PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.
 
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The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.
Lawrence F. Levy, Ari B. Levy, Patrick Walsh and R.J. Melman recused themselves from voting on the Offer.
As of July 8, 2016, the Warrants held by Levy Family Partners, LLC, the Ari Levy 2003 Investment Trust, PW Acquisitions, LP and The R.J. Investment Trust collectively represent approximately 34.2% of the outstanding Warrants. Additionally, Lawrence F. Levy, Ari B. Levy, Patrick Walsh and R.J. Melman are each stockholders of the Company. We did not obtain a “fairness opinion” in connection with the Offer.
The market price of our Shares will fluctuate, which may adversely affect Warrant holders who tender their Warrants for Shares.
The market price of our Shares will fluctuate between the date the Offer is commenced, the Expiration Date of the Offer and the date on which Shares are issued to tendering Warrant holders. Accordingly, the market price of Shares upon settlement of the Offer could be less than the price at which the Warrants could be sold. The Company does not intend to adjust the exchange ratio of Shares for Warrants based on any fluctuation in our Share price.
Resales of the additional Shares issued pursuant to the Offer may adversely affect the Share price.
Shares issued in the Offer will be freely tradable, unless held by affiliates. In light of the current trading volume of our Shares, if the holders of the Warrants were to sell a significant portion of the Shares obtained from the Offer, such sales could have a negative impact on the trading price of our Shares.
No rulings or opinions have been received as to the tax consequences of the Offer to holders of Warrants.
The tax consequences that will result to Warrant holders that participate in the Offer are not well defined by the existing authorities. No ruling of any governmental authority and no opinion of counsel has been issued or rendered on these matters. Warrant holders must therefore rely on the advice of their own tax advisors in assessing these matters. For a general discussion of certain tax considerations, see “Material U.S. Federal Income Tax Consequences.”
 
 13.	THE FINANCIAL ADVISOR, INFORMATION AGENT AND DEPOSITARY	
Financial Advisor
Piper Jaffray & Co. is acting as the Financial Advisor in connection with the Offer. The Financial Advisor has not been retained to solicit and is not soliciting acceptances of the Offer, nor is it making any recommendations with respect thereto.
Piper Jaffray & Co. and its affiliates have in the past provided us with and may in the future provide to us certain financial advisory, investment banking and other services in the ordinary course of their business for which they will be entitled to receive fees.
From time to time, the Financial Advisor and its affiliates may trade our securities for their own account or for the accounts of their customers and, accordingly, may hold long or short positions in the Shares or Warrants at any time.
The Depositary; The Information Agent
We have retained Continental Stock Transfer & Trust Company, to act as the Depositary, and Morrow Sodali, to act as the Information Agent, in connection with the Offer. All deliveries, correspondence and
 
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questions sent or presented to the Depositary or the Information Agent relating to the Offer should be directed to the addresses or telephone numbers set forth on the back cover of this Offer Letter.
 
 14.	FEES AND EXPENSES	
The Financial Advisor, Information Agent and Depositary will receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.
We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting tenders of Warrants pursuant to the Offer. Warrant holders holding Warrants through a broker, dealer, commercial bank, trust company or other nominee are urged to consult such nominees to determine whether transaction costs may apply if Warrant holders tender Warrants through such nominees and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Warrants held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Offer.
 
 15.	ADDITIONAL INFORMATION; MISCELLANEOUS	
The Company has filed with the SEC a Tender Offer Statement on Schedule TO, of which this Offer Letter is a part. This Offer Letter does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. The Company recommends that holders review the Schedule TO, including the exhibits and the information incorporated by reference in the Schedule TO, and the Company’s other materials that have been filed with the SEC before making a decision on whether to accept the Offer, including:
 
 	1.	The description of the Shares in the Company’s Registration Statement on Form 8-A filed with the SEC on November 13, 2013 under Section 12(b) of the Exchange Act;	
 
 	2.	Annual Report on Form 10-K for the fiscal year ended December 29, 2015, filed with the SEC on March 8, 2016;	
 
 	3.	Definitive proxy statement on Schedule 14A for the Company’s 2016 annual meeting of stockholders, filed with the SEC on April 15, 2016; and	
 
 	4.	Quarterly Report on Form 10-Q for the quarter ended March 22, 2016, filed with the SEC on May 2, 2016.	
Documents we file (but not documents or information deemed to have been furnished and not filed in accordance with the SEC’s rules) with the SEC under Section 13(e), 13(c), 14 or 15(d) of the Exchange Act after the date of this Offer Letter will be incorporated by reference in this Offer Letter only upon our filing of a subsequent amendment to the Schedule TO. Any statement contained in this Offer Letter or in a document (or part thereof) incorporated by reference in this Offer Letter shall be considered to be modified or superseded for purposes of this Offer Letter to the extent that a statement contained in any subsequent amendment to this Offer Letter or amendment to the Schedule TO to which this Offer Letter relates modifies or supersedes that statement.
You can obtain any of the documents incorporated by reference in this Offer Letter from the SEC’s website at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning the Information Agent for the Offer at the telephone numbers and address set forth on the back cover of this Offer Letter.
 
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Each person to whom a copy of this Offer Letter is delivered may obtain a copy of any or all of the referenced documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents, at no cost. Requests should be directed to our investor relations representative at:
ICR, Inc.
Attention: Raphael Gross
761 Main Avenue
Norwalk, CT 06851
203-682-8253
Sincerely,
Del Taco Restaurants, Inc.
25521 Commercentre Drive
Lake Forest, CA 92630
 
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The Depositary is Continental Stock Transfer & Trust Company. The Letter of Transmittal and certificates representing Warrants, and any other required documents should be sent or delivered by each holder of Warrants or such holder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
IF DELIVERING BY MAIL, HAND OR COURIER:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
17 Battery Place, 8th Floor
New York, NY 10004
Attention: Corporate Actions Department
CONFIRM BY TELEPHONE:
Telephone: (917) 262-2378
THE INFORMATION AGENT FOR THE OFFER IS:

470 West Avenue—3 rd Floor
Stamford, CT 06902
Banks and Brokerage Firms, please call (203) 658-9400
Warrant Holders, please call (855) 291-6792 toll free
THE FINANCIAL ADVISOR FOR THE OFFER IS:
PIPER JAFFRAY & CO.
50 California Street, Suite 3100
San Francisco, CA 94111
Telephone: (888) 415-0317
Any question or request for assistance may be directed to the Information Agent or the Financial Advisor at the address, phone number and email address listed above.
Requests for additional copies of the Offer Letter, the Letter of Transmittal or other documents related to the offer may also be directed to the Information Agent.

Exhibit 99 (a)(1)(B)

LETTER OF TRANSMITTAL
FOR THE OFFER TO EXCHANGE
BY
DEL TACO RESTAURANTS, INC.
OF UP TO 6,750,000 OF ITS OUTSTANDING WARRANTS
FOR SHARES OF ITS COMMON STOCK
AT AN EXCHANGE RATIO OF 0.2780 SHARES FOR EACH WARRANT
THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME,
ON AUGUST 5, 2016 UNLESS THE OFFER PERIOD IS EXTENDED
The undersigned represent(s) that I (we) have full authority to surrender without restriction the warrants exercisable for shares of Del Taco Restaurants, Inc. common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per Share (the “ Warrants ”) for exchange. You are hereby authorized and instructed to prepare in the name of and deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a certificate representing Shares for Warrants tendered pursuant to this Letter of Transmittal. Such Shares shall equal 0.2780 Shares per Warrant tendered, subject to proration and adjustment in the event a fractional Share would be issued, as described in the Offer Letter, dated July 11, 2016.
Method of delivery of the Warrant(s) is at the option and risk of the owner thereof. See Instruction 2.
Mail or deliver this Letter of Transmittal, or a facsimile, together with the certificate(s) representing your Warrants, to:

IF DELIVERING BY MAIL, HAND OR COURIER:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
17 Battery Place, 8th Floor
New York, NY 10004
Attention: Corporate Actions Department
CONFIRM BY TELEPHONE:
Telephone: (917) 262-2378
For assistance call the Information Agent, Morrow Sodali, toll free at (855) 291-6792.

DESCRIPTION OF WARRANTS SURRENDERED
(Please fill in. Attach separate schedule if needed)	
 	 	
Name(s) and Address of Registered Holder(s)
If there is any error in the name or address
shown below, please make the necessary
corrections	 	DESCRIPTION OF WARRANTS SURRENDERED
(Please fill in. Attach separate schedule if needed)	
 	 	Certificate Number(s)
and/or Book-Entry
Account Number(s)	 	Total Number of
Warrants Represented
by Certificate(s) and/or
Book-Entry Account
Number(s)	 	Number of Warrants
Tendered	

	 	 	 	 	 	 	

	 	TOTAL WARRANTS TENDERED	 	 	 	 	

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY,
INCLUDING THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby exchanges the below described Warrants of Del Taco Restaurants, Inc. (the “ Company ”), a Delaware corporation, pursuant to the Company’s Offer to Exchange Letter dated July 11, 2016 (the “ Offer Letter ”) and this Letter of Transmittal (which together constitute the “ Offer ”).
The Board of Directors of the Company has extended the Offer to all holders of the Company’s issued and outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per share (the “ Warrants ”) to permit holders of Warrants to tender up to 6,750,000 Warrants in exchange for Shares at an exchange ratio of 0.2780 Shares for each Warrant tendered (approximately one Share for every 3.6 Warrants tendered), subject to proration and adjustment, as described in the Offer Letter.
NO FRACTIONAL SHARES WILL BE ISSUED. WARRANTS MAY ONLY BE EXCHANGED FOR WHOLE SHARES. IN LIEU OF ISSUING FRACTIONAL SHARES TO WHICH ANY HOLDER OF WARRANTS WOULD OTHERWISE HAVE BEEN ENTITLED, THE COMPANY WILL ROUND THE NUMBER OF SHARES TO WHICH SUCH HOLDER IS ENTITLED, AFTER AGGREGATING ALL FRACTIONS, UP TO THE NEXT WHOLE NUMBER OF SHARES.
WARRANTS NOT EXCHANGED FOR SHARES WILL REMAIN SUBJECT TO THEIR ORIGINAL TERMS AND SHALL EXPIRE ON JUNE 30, 2020.
Subject to and effective upon acceptance of the tender of the Warrants exchanged hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby agrees to subscribe for the Shares, upon the exchange of one Warrant for 0.2780 Shares, as indicated on the first page of this Letter of Transmittal.
The undersigned acknowledges that the undersigned has been advised to consult with its own advisors as to the consequences of participating or not participating in the Offer.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned has full power and authority to tender the Warrants tendered hereby and subscribe for all of the Shares of the Company which may be received upon exchange of the Warrants tendered hereby;
(b) the undersigned has good, marketable and unencumbered title to the Warrants tendered hereby, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their exchange, sale or transfer, and the Warrants tendered hereby are not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional documents the Company deems necessary to complete the exchange of the Warrants tendered hereby;
(d) the undersigned understands that tenders of Warrants tendered hereby pursuant to the Offer and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer; and
(e) the undersigned agrees to all of the terms of the Offer.
All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer, this tender is irrevocable.
 
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Delivery of this Letter of Transmittal and all other documents to an address, or transmission of instructions to a facsimile number, other than as set forth above, does not constitute a valid delivery. Please read carefully the entire Letter of Transmittal, including the accompanying instructions, before checking any box below. This Letter of Transmittal is to be used only if (a) certificates are to be forwarded herewith (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the depositary) or (b) delivery of Warrants is to be made by book-entry transfer to the depositary’s account at The Depository Trust Company (“ DTC ”) pursuant to the procedures set forth in the Offer Letter.
If you desire to exchange Warrants pursuant to the Offer and you cannot deliver your Warrant certificate(s) (or you are unable to comply with the procedures for book-entry transfer on a timely basis) and all other documents required by this Letter of Transmittal are delivered to the depositary prior to the Expiration Date, you may tender your Warrants according to the guaranteed delivery procedures set forth in the Offer Letter under “The Offer, Section 2. Procedure for Tendering Warrants—A. Proper Tender of Warrants—Guaranteed Delivery.” See Instruction 2.
Delivery of documents to DTC does not constitute delivery to Continental Stock Transfer & Trust Company (the “ Depositary ”).
“Expiration Date” means 11:59 p.m., Eastern Time, on Friday, August 5, 2016, unless and until the Company, in its sole discretion, extends the Offer, in which case the “Expiration Date” means the latest time and date at which the Offer, as extended, expires.
THE UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF WARRANTS BY THE
COMPANY FOR EXCHANGE WILL CONSTITUTE A BINDING AGREEMENT
BETWEEN THE UNDERSIGNED AND THE COMPANY UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
This Letter of Transmittal is to be completed by a holder of Warrants if either (i) Warrant Certificates are to be forwarded with this Letter of Transmittal or (ii) the Warrants the holder is electing to exchange are to be delivered by book-entry transfer pursuant to the procedures set forth in the Offer Letter under “The Offer, Section 2. Procedure for Tendering Warrants—A. Proper Tender of Warrants—Book-Entry Delivery.” Delivery of documents to DTC or to the Company does not constitute delivery to the Depositary .
The undersigned hereby: (i) elects to exchange the Warrants described under “Election to Exchange” below (Box 1); and (ii) agrees to subscribe for the Shares issuable thereunder, in each case pursuant to the terms and subject to the conditions described in the Offer Letter and this Letter of Transmittal. If the undersigned holds Warrants for beneficial owners, the undersigned represents that it has received from each beneficial owner thereof (collectively, the “ Beneficial Owners ”) a duly completed and executed “Instruction Form,” a form of which is attached to the “Letter to Clients” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the Company’s acceptance of the undersigned’s election to exchange the Warrants described in Box 1 below, the undersigned hereby assigns and transfers to, or upon the order of, the Company, all right, title and interest in, to, and under the Warrants being exchanged hereby, waives any and all other rights with respect to such Warrants and releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Warrants.
The undersigned hereby irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Warrants the undersigned is electing to exchange, with full
 
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power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to deliver the Warrants the undersigned is electing to exchange to the Company or cause ownership of such Warrants to be transferred to, or upon the order of, the Company, on the books of the Depositary and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Company’s Depositary, as the undersigned’s agent, of the Shares to which the undersigned is entitled upon acceptance by the Company of the undersigned’s election to exchange Warrants pursuant to the Offer.
Unless otherwise indicated under “Special Issuance Instructions” below (Box 2), please issue the Shares for the exchanged Warrants in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions” below (Box 3), please send or cause to be sent the certificates for the Shares (and accompanying documents, as appropriate) to the undersigned at the address shown above under “Description of Warrants Surrendered” (on the cover page of this Letter of Transmittal) or to the account with the Depositary or at DTC as indicated herein.
The undersigned understands that elections to exchange Warrants pursuant to the procedures described under “The Offer, Section 2. Procedures for Tendering Warrants” in the Offer Letter and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company upon the terms of the Offer set forth in the Offer Letter under “The Offer, Section 1. General Terms,” and subject to the conditions of the Offer set forth in the Offer Letter under “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments,” subject only to withdrawal of elections to exchange on the terms set forth in the Offer Letter under “The Offer, Section 3. Withdrawal Rights.” All authority conferred in this Letter of Transmittal or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned of any Beneficial Owners under this Letter of Transmittal will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).
 
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The undersigned hereby represents and warrants that it has full power and authority to exchange, assign and transfer the Warrants the undersigned has elected to exchange pursuant to this Letter of Transmittal. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Depositary as necessary or desirable to complete and give effect to the transactions contemplated hereby.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THE BOXES.
 
¨	CHECK HERE IF THE WARRANTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER, AND COMPLETE BOX 4 BELOW.	

	 	Name:	 	 	

	 	Address:	 	 	

	 	 	

 	 	 	 	 	 	 	
 	 	Box 1	 	 	
 	 	ELECTION TO EXCHANGE	 	 	
 	 		 	 	
 	 	A	 	B	 	 	
 	 	Number of Warrants Being
Exchanged	 	Shares to be Issued (Multiply Column
A by 0.2780 and round UP to the
nearest whole number) (1)	 	 	

 		 	

 	 	 	 	 	

 
(1)	 	 
No fractional Shares will be issued. Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares.	 	 	

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Box 2
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if certificates for Shares issued in exchange for Warrants are to be issued in the name of someone other than the undersigned.
Issue Share certificates:

Name(s)	 	 	

	 	(please print)	

Address(es)	 	 	

 
Box 3
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if certificates for Shares issued in exchange for Warrants are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown in the “Description of Warrants Tendered”.
Mail Certificates to:

Name(s)	 	 	

	 	(please print)	

Address(es)	 	 	

 
Box 4
USE OF BOOK-ENTRY TRANSFER
To be completed ONLY if delivery of Warrants is to be made by book-entry transfer.

Name of Tendering	 		
					
Institution:	 	 	 		

Participant Account	 		
					
Number:	 	 	 		

Transaction Code	 		
					
Number:	 	 	 		
 
6

Box 5
EXERCISING HOLDER SIGNATURE
PLEASE SIGN HERE
(To be completed by all Warrant Holders)
(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)
(Non U.S.-Holders Please Obtain and Complete IRS Form W-8BEN, IRS Form W-BEN-E or Other
Applicable IRS Form W-8)

(Signature of Registered Holder(s) or Authorized Signatory)
Dated:                        , 2016
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 5.)

Name(s)	 	 	
	 	(please print)	
		
Address(es)	 	 	
		
Capacity (full title):	 	 	
		
Area Code and Telephone Number:	 	 	
		
Tax Identification or Social Security No.	 	 	
GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only; see Instruction 1)

Name of Firm:	 	 	
		
Authorized Signature:	 	 	
		
Name:	 	 	

	 	(please print)	
		
Title:	 	 	
		
Address:	 	 	
		
Area Code and Telephone Number:	 	 	
		
Dated:                       , 2016

7

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURE.
No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the Warrants exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and such owner has not completed the box entitled “Special Delivery Instructions” or “Special Issuance Instructions”; or
(b) such Warrants are tendered for the account of a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority (“ FINRA ”) or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States which is a participant in an approved Signature Guarantee Medallion Program (each such entity, an “Eligible Institution ”); or
(c) the holders of such Warrants reside outside of the U.S. and are not otherwise tendering the Warrants in the U.S.
In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 5.
2.  DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal is to be used only if:
 
 	•	 	certificates for Warrants are delivered with it to the Depositary; or	
 
 	•	 	the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary; or	
 
 	•	 	Warrants are exchanged pursuant to the procedure for tender by book-entry transfer set forth in the Offer Letter under “The Offer, Section 2. Procedure for Tendering Warrants—A. Proper Tender of Warrants—Book-Entry Delivery.”	
Unless Warrants are being tendered by book-entry transfer, as described below, (a) a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile copy of it, in accordance with the instructions of the Letter of Transmittal (including any required signature guarantees), (b) certificates for the Warrants being exchanged, and (c) any other documents required by the Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address set forth on the front page of this document and must be received by the Depositary prior to the expiration of the Offer. If certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.
Warrants may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer Letter. In order for Warrants to be validly tendered by book-entry transfer, the Depositary must receive, prior to the Expiration Date, (a) confirmation of such delivery and (b) either a properly completed and executed Letter of Transmittal (or manually signed facsimile thereof) or an Agent’s Message if the tendering Warrant holder has not delivered a Letter of Transmittal, and (c) all documents required by the Letter of Transmittal. The term “ Agent’s Message ” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. The term “ Book-Entry Confirmation ” means a timely confirmation of a book-entry transfer of Warrants into the
 
8

Depositary’s account at DTC. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against you.
If your Warrant certificates are not immediately available, you cannot deliver your warrants and all other required documents to the Depositary or you cannot complete the procedure for delivery by book-entry transfer prior to the expiration date, you may tender your Warrants pursuant to the guaranteed delivery procedure set forth in the Offer Letter. Pursuant to such procedure:
(i) such tender must be made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) must be received by the Depositary prior to the Expiration Date; and
(iii) the certificates for all physically delivered Warrants in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary’s account at DTC of all Warrants delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three Nasdaq Stock Market trading days after the date the Depositary receives such Notice of Guaranteed Delivery, all as provided in the Offer Letter.
The method of delivery of all documents, including Warrant certificates, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering Warrant holder, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Except as specifically permitted by the Offer Letter, no alternative or contingent exchanges will be accepted.
3.  INADEQUATE SPACE. If the space provided in the box captioned “Description of Warrants Surrendered” is inadequate, the certificate number(s) and/or the book-entry account number(s) and the number of Warrants should be listed on a separate signed schedule and attached to this Letter of Transmittal.
4.  WARRANTS EXCHANGED. Warrant holders who choose to participate in the Offer may exchange some or all of such holder’s Warrants pursuant to the terms of the Offer, subject to proration and adjustment as described in the Offer Letter.
5.  SIGNATURES ON LETTER OF TRANSMITTAL .
(a) If this Letter of Transmittal is signed by the registered holder(s) of the Warrants tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.
(b) If the Warrants are held of record by two or more persons or holders, all such persons or holders must sign this Letter of Transmittal.
(c) If any tendered Warrants are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or photocopies of it) as there are different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered holder(s) of the Warrants listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Warrants or separate instruments of
 
9

transfer are required. EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 1, SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, the certificate(s) must be endorsed or accompanied by appropriate instruments of transfer, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such certificate(s) or instruments of transfer must be guaranteed by an Eligible Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of the authority so to act. If the certificate has been issued in the fiduciary or representative capacity, no additional documentation will be required.
6.  SPECIAL DELIVERY AND SPECIAL ISSUANCE INSTRUCTIONS. If certificates for Shares issued upon exchange of the Warrants are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned “Special Issuance Instructions” and/or “Special Delivery Instructions” on this Letter of Transmittal must be completed as applicable and signatures must be guaranteed as described in Instruction 1.
7.  IRREGULARITIES. All questions as to the number of Warrants to be accepted, the validity, form, eligibility (including time of receipt) and acceptance of any tender of Warrants will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties, subject to the judgment of any court that might provide otherwise. The Company reserves the absolute right to reject any or all tenders of Warrants it determines not to be in proper form or to reject those Warrants, the acceptance of which may, in the opinion of the Company’s counsel, be unlawful, subject to the judgment of any court that might provide otherwise. The Company also reserves the absolute right to waive any of the conditions of the Offer (subject to the potential requirement to disseminate additional information and extend the Offer, as described in the Offer Letter under “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments”) and any defect or irregularity in the tender of any particular Warrant, and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties, subject to the judgment of any court that might provide otherwise. No tender of Warrants will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.
8.  SUBSTITUTE FORM W-9 AND FORM W-8. To avoid backup withholding, a tendering Warrant holder is required to provide the Depositary with a correct Taxpayer Identification Number (“ TIN ”) on Substitute Form W-9, which is provided herewith, and to certify, under penalties of perjury, that such number is correct and that such Warrant holder is not subject to backup withholding of U.S. federal income tax, and that such Warrant holder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering Warrant holder has been notified by the Internal Revenue Service (“ IRS ”) that such Warrant holder is subject to backup withholding, such Warrant holder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such Warrant holder has since been notified by the IRS that such Warrant holder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering Warrant holder to U.S. federal income tax withholding if any cash payments are made in lieu of fractional shares; however, no such cash payments will be made. If the tendering Warrant holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such Warrant holder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments to such Warrant holder until a TIN is provided to the Depositary.
 
10

Certain Warrant holders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign Warrant holders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such Warrant holders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.
9.  QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Please direct questions or requests for assistance, or for additional copies of the Offer Letter, Letter of Transmittal or other materials, to the Information Agent at:

470 West Avenue—3 rd Floor
Stamford, CT 06902
Banks and Brokerage Firms, please call (203) 658-9400
Warrant Holders, please call (855) 291-6792 toll free
You can also contact the Financial Advisor at:
Piper Jaffray & Co.
50 California Street, Suite 3100
San Francisco, CA 94111
Telephone: (888) 415-0317
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH WARRANT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO 11:59 P.M., EASTERN TIME, ON FRIDAY, AUGUST 5, 2016.
 
11

IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a Warrant holder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Warrants must, unless an exemption applies, provide the Depositary (as payer) with the Warrant holder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the Warrant holder is an individual, the Warrant holder’s TIN is such Warrant holder’s Social Security number. If the correct TIN is not provided, the Warrant holder may be subject to a $50 penalty imposed by the IRS.
Certain Warrant holders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign Warrant holder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her foreign status. A Form W-8 can be obtained from the Depositary. Such Warrant holders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt Warrant holders, other than foreign Warrant holders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.
If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a Warrant holder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a Warrant holder with respect to Shares issued pursuant to the Offer, the Warrant holder is required to notify the Depositary of the Warrant holder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or that such warrant holder is awaiting a TIN), (2) that the Warrant holder is not subject to backup withholding because (i) the Warrant holder is exempt from backup withholding, (ii) the Warrant holder has not been notified by the IRS that the Warrant holder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the Warrant holder that the Warrant holder is no longer subject to backup withholding and (3) the Warrant holder is a U.S. person (as defined for U.S. federal income tax purposes).
What Number to Give the Depositary
The tendering Warrant holder is required to give the Depositary the TIN, generally the Social Security number or Employer Identification Number, of the record holder of the Warrants tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering Warrant holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such Warrant holder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price until a TIN is provided to the Depositary. If the Depositary is provided with an incorrect TIN in connection with such payments, the Warrant holder may be subject to a $50.00 penalty imposed by the IRS.
 
12

THIS FORM MUST BE COMPLETED BY ALL TENDERING U.S. HOLDERS

PAYER’S NAME:
 	
SUBSTITUTE
 
FORM W-9	 	Part 1— PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
 	 	Social Security Number or Employer Identification Number	
 		 	
Department of the Treasury
Internal Revenue Service
 
Payer’s Request for Taxpayer
Identification Number (“TIN”)	 	CHECK APPROPRIATE BOX:
 
¨     Individual/Sole Proprietor
 
¨     Corporation
 
¨     Partnership
 
¨     Other
 	 	Part 3—
 
Awaiting TIN  ¨
 
Part 4—
 
Exempt  ¨	
 	 	
Please fill in your name and address below.	 	Part 2—Certification—
Under penalties of perjury, I certify that:	
 	 	
Name
 
Address (Number and Street)
 
City, State and Zip Code	 	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. Person (including a U.S. resident alien).
 
Certification Instructions— You must cross out Item (2) above if you have been notified by the IRS
 	
 	 	Signature:                                           
 	 	Date:                                           

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.	
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.
Signature:                                               
Date:                                               
 
13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.— Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
WHAT NAME AND NUMBER TO GIVE THE PAYER

For this type of account:	  	Give name and SSN of:	
1.    	  	Individual	  	The individual	
			
2.    	  	Two or more individuals (joint account)	  	The actual owner of the account or, if combined funds, the first individual on the account(1)	
			
3.    	  	Custodian account of a minor (Uniform Gifts to Minors Act)	  	The minor(2)	
			
4.    	  	a. The usual revocable savings trust (grantor is also trustee)	  	The grantor-trustee(1)	
			
	  	b. So-called trust account that is not a legal or valid trust under state law	  	The actual owner(1)	
			
5.    	  	Sole proprietorship or disregarded entity owned by an individual	  	The owner(3)	
		
For this type of account:	  	Give name and EIN of:	
  6.	  	Disregarded entity not owned by an individual	  	The owner	
			
  7.  	  	A valid trust, estate or pension trust	  	The legal entity(4)	
			
  8.  	  	Corporation or LLC electing corporate status on Form 8832	  	The corporation or LLC	
			
  9.  	  	Association, club, religious, charitable, educational, or other tax-exempt organization	  	The organization	
			
10.  	  	Partnership or multi-member LLC	  	The partnership	
			
11.  	  	A broker or registered nominee	  	The broker or nominee            	
			
12.  	  	Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments	  	The public entity    	
 
(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.	
(2)	Circle the minor’s name and furnish the minor’s SSN.	
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one) but the IRS encourages you to use your SSN.	
(4)	List first and circle the name of the trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)	
 
NOTE.	If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.	
 
14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the following:
 
 	•	 	An organization exempt from tax under section 501(a), any IRA or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).	
 
 	•	 	The United States or any agency or instrumentality thereof.	
 
 	•	 	A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.	
 
 	•	 	A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.	
 
 	•	 	An international organization or any agency or instrumentality thereof.	
Payees that may be exempt from back-up withholding include the following:
 
 	•	 	A corporation.	
 
 	•	 	A financial institution.	
 
 	•	 	A dealer in securities or commodities required to register in the U.S., the District of Columbia or a possession of the U.S.	
 
 	•	 	A real estate investment trust.	
 
 	•	 	A common trust fund operated by a bank under section 584(a).	
 
 	•	 	A trust exempt from tax under section 664 or described in section 4947(a)(1).	
 
 	•	 	An entity registered at all times under the Investment Company Act of 1940.	
 
 	•	 	A foreign central bank of issue.	
 
 	•	 	A futures commission merchant registered with the Commodity Futures Trading Commission.	
 
 	•	 	A middleman known in the investment community as a nominee or custodian.	
Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
 
 	•	 	Payments to nonresident aliens subject to withholding under section 1441.	
 
 	•	 	Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.	
 
 	•	 	Payments of patronage dividends where the amount received is not paid in money.	
 
 	•	 	Payments made by certain foreign organizations.	
 
15

Payments of interest not generally subject to backup withholding include the following:
 
 	•	 	Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.	
 
 	•	 	Payments described in section 6049(b)(5) to non-resident aliens.	
 
 	•	 	Payments on tax-free covenant bonds under section 1451.	
 
 	•	 	Payments made by certain foreign organizations.	
 
 	•	 	Mortgage or student loan interest paid to you.	
Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.
 
16

Exhibit 99 (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY
OF WARRANTS OF
DEL TACO RESTAURANTS, INC.
PURSUANT TO THE OFFER DATED JULY 11, 2016
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if:
 
 	•	 	Warrants are not immediately available or Warrant holders cannot deliver Warrants to Continental Stock Transfer & Trust Company (the “Depositary” ) prior to the Expiration Date (as defined in the Offer Letter), or	
 
 	•	 	The procedure for book-entry transfer cannot be completed on a timely basis, or	
 
 	•	 	Time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) and any other required documents, to reach the Depositary prior to the Expiration Date.	
The Offer Letter dated July 11, 2016 (the “Offer Letter”) and the related Letter of Transmittal, as amended or supplemented from time to time, together constitute the “Offer.”
IF NECESSARY, MAIL THIS NOTICE OF GUARANTEED DELIVERY TO:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
IF DELIVERING BY MAIL, HAND OR COURIER:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
17 Battery Place, 8th Floor
New York, NY 10004
Attention: Corporate Actions Department
CONFIRM BY TELEPHONE:
Telephone: (917) 262-2378
This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the Depositary. See the discussion in the Offer Letter under “The Offer, Section 2. Procedure for Tendering Warrants.”
For this notice to be validly delivered, it must be received by the Depositary at one of the above addresses or by facsimile transmission before the Offer expires. Delivery of this notice to another address or facsimile number will not constitute a valid delivery. Delivery to the Company, the information agent or the book-entry transfer facility will not be forwarded to the Depositary and will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal) under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
By signing this Notice of Guaranteed Delivery, you exchange, upon the terms and subject to the conditions described in the Offer Letter and the related Letter of Transmittal, receipt of which you hereby acknowledge, the number of Warrants specified below pursuant to the guaranteed delivery procedure described in the Offer Letter under “The Offer, Section 2. Procedure for Tendering Warrants.”

			
NUMBER OF WARRANTS EXCHANGED:	 	 	
SIGNATURES

Signatures:	 	 	

Name(s) of Warrant Holders(s):	 	 	
(please type or print)	

Certificate Nos.:	 	 	

Address:	 	 	
(Include Zip Code)	

Daytime Area Code and Telephone Number:	 	 	

Date:	 	 	
If Warrants will be delivered by book-entry transfer, provide the Account Number.

Account Number(s):	 	 	

GUARANTEE OF DELIVERY
(Not to be Used for Signature Guarantee)
The undersigned, a bank, broker dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “ Eligible Institution ”), guarantees delivery to the Depositary of the Warrants tendered, in proper form for transfer, or a confirmation that the Warrants tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer Letter into the Depositary’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter(s) of Transmittal (or a facsimile(s) thereof), or an Agent’s Message in the case of a book-entry transfer, and any other required documents, all within three Nasdaq Stock Market trading days after the date of receipt by the Depositary of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Warrants to the Depositary within the time set forth above. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:                                                                                                                                                                                                  	

Authorized Signature:                                                                                                                                                                                    	

Name:                                                                                                                                                                                                                  	
(Please Print)	

Title:                                                                                                                                                                                                                     	

Address:                                                                                                                                                                                                              	

Areas Code(s) and Telephone Number(s):                                                                                                                                             	
Dated:                                                         , 2016
NOTE: DO NOT SEND WARRANTS WITH THIS FORM. WARRANTS SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

Exhibit 99(a)(1)(D)

OFFER TO EXCHANGE
BY
DEL TACO RESTAURANTS, INC.
UP TO 6,750,000 OF ITS OUTSTANDING WARRANTS
FOR SHARES OF ITS COMMON STOCK
AT AN EXCHANGE RATIO OF 0.2780 SHARES FOR EACH WARRANT
THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
EASTERN TIME, ON AUGUST 5, 2016, UNLESS THE OFFER PERIOD IS EXTENDED.
July 11, 2016
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration are the Offer to Exchange Letter, dated July 11, 2016 (the “ Offer Letter ”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”), in connection with the offer by Del Taco Restaurants, Inc., a Delaware corporation (the “ Company ”), to the holders of the Company’s issued and outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per share (the “ Warrants ”), to permit, during the Offer Period, the exchange of one Warrant for 0.2780 Shares (approximately one Share for every 3.6 Warrants tendered), up to a maximum of 6,750,000 Warrants, subject to proration, as described in the Offer Letter. Because of the proration provisions described in the Offer Letter, the Company may purchase less than all of the Warrants tendered by a Warrant holder if more than an aggregate of 6,750,000 Warrants are properly tendered and not properly withdrawn. The “ Offer Period ” is the period of time commencing on July 11, 2016 and ending at 11:59 p.m., Eastern Time, on August 5, 2016, or such later date to which the Company may extend the Offer (the “ Expiration Date ”).
NO FRACTIONAL SHARES WILL BE ISSUED. WARRANTS MAY ONLY BE EXCHANGED FOR WHOLE SHARES. IN LIEU OF ISSUING FRACTIONAL SHARES TO WHICH ANY HOLDER OF WARRANTS WOULD OTHERWISE HAVE BEEN ENTITLED, THE COMPANY WILL ROUND THE NUMBER OF SHARES TO WHICH SUCH HOLDER IS ENTITLED, AFTER AGGREGATING ALL FRACTIONS, UP TO THE NEXT WHOLE NUMBER OF SHARES.
WARRANTS NOT EXCHANGED FOR SHARES WILL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON JUNE 3 0 , 20 20 AND OTHERWISE REMAIN SUBJECT TO THEIR ORIGINAL TERMS.
Enclosed with this letter are copies of the following documents:
 
 	1.	Letter of Transmittal, for your use in accepting the Offer and exchanging Warrants and for the information of your clients;	
 
 	2.	Notice of Guaranteed Delivery with respect to Warrants, to be used to accept the Offer in the event (a) your Warrants are not immediately available, (b) the procedure for book-entry transfer cannot be completed on a timely basis, or (c) time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined in the Offer Letter); and	
 
 	3.	Form of letter that may be sent to your clients for whose accounts you hold Warrants registered in your name or in the name of your nominee, along with an Instruction Form provided for obtaining such client’s instructions with regard to the Offer.	
Certain conditions to the Offer are described in the Offer Letter under “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments . ”

We urge you to contact your clients promptly. Please note that the Offer Period and withdrawal rights will expire at 11:59 p.m . , Eastern Time, on August 5, 2016, unless the Offer Period is extended.
Other than as described herein, the Company will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary, the Information Agent, and the Financial Advisor as described in the Offer Letter) in connection with the tenders of Warrants pursuant to the Offer. However, the Company will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients.
Questions regarding the Offer may be directed to Morrow Sodali, as Information Agent, at 470 West Avenue – 3rd Floor, Stamford, CT 06902 (telephone number: (203) 658-9400 or toll free: (855) 291-6792), to Piper Jaffray & Co., as the Financial Advisor, at 50 California Street, Suite 3100, San Francisco, CA 94111 (telephone number (888) 415-0317), or to Continental Stock Transfer & Trust Company, as Depositary, at 17 Battery Place, 8 th Floor, New York, NY 10004 (telephone number (917) 262-2378).

Very truly yours,	  		
	  		
Del Taco Restaurants, Inc.
 	  		
Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary, the Financial Advisor, the Information Agent or any affiliate of any of them or authorize you or any other person affiliated with you to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.

Exhibit 99(a)(1)(E)

OFFER TO EXCHANGE
BY
DEL TACO RESTAURANTS, INC.
UP TO 6,750,000 OF ITS OUTSTANDING WARRANTS
FOR SHARES OF ITS COMMON STOCK
AT AN EXCHANGE RATIO OF 0.2780 SHARES FOR EACH WARRANT
THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
EASTERN TIME, ON AUGUST 5, 2016, UNLESS THE OFFER PERIOD IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Exchange Letter, dated July 11, 2016 (the “ Offer Letter ”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”), in connection with the offer by Del Taco Restaurants, Inc., a Delaware corporation (the “ Company ”), to the holders of the Company’s issued and outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per share (the “ Warrants ”), to permit, during the Offer Period, the exchange of one Warrant for 0.2780 Shares (approximately one Share for every 3.6 Warrants tendered), up to a maximum of 6,750,000 Warrants, subject to proration, as described in the Offer Letter. Because of the proration provisions described in the Offer Letter, the Company may purchase less than all of the Warrants tendered by a Warrant holder if more than an aggregate of 6,750,000 Warrants are properly tendered and not properly withdrawn. The “ Offer Period ” is the period of time commencing on July 11, 2016 and ending at 11:59 p.m., Eastern Time, on August 5, 2016, or such later date to which the Company may extend the Offer (the “ Expiration Date ”).
NO FRACTIONAL SHARES WILL BE ISSUED. WARRANTS MAY ONLY BE EXCHANGED FOR WHOLE SHARES. IN LIEU OF ISSUING FRACTIONAL SHARES TO WHICH ANY HOLDER OF WARRANTS WOULD OTHERWISE HAVE BEEN ENTITLED, THE COMPANY WILL ROUND THE NUMBER OF SHARES TO WHICH SUCH HOLDER IS ENTITLED, AFTER AGGREGATING ALL FRACTIONS, UP TO THE NEXT WHOLE NUMBER OF SHARES.
WARRANTS NOT EXCHANGED FOR SHARES WILL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON JUNE 30, 2020 AND OTHERWISE REMAIN SUBJECT TO THEIR ORIGINAL TERMS.
You may tender and exchange some or all of your Warrants. Please follow the instructions in this document and the related documents, including the accompanying Letter of Transmittal , to submit your Warrants.
On the terms and subject to the conditions of the Offer, the Company will allow you to exchange all Warrants properly tendered before the Expiration Date and not properly withdrawn at an exchange rate of 0.2780 Shares for each Warrant, subject to reduction on a pro rata basis in the event that greater than 6,750,000 Warrants are properly tendered and not properly withdrawn.
We are the owner of record of warrants held for your account. As such, we are the only ones who can exchange and tender your Warrants, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to exchange and tender Warrants we hold for your account.
Please instruct us as to whether you wish us to exchange any or all of the Warrants we hold for your account on the terms and subject to the conditions of the Offer.

Please note the following:
 
 	1.	You may exchange your Warrants at the rate of 0.2780 Shares for one Warrant of the Company.	
 
 	2.	The Offer is subject to certain conditions set forth in the Offer Letter under “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments.”	
 
 	3.	The Offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on Friday, August 5, 2016, unless the Company extends the Offer.	
 
 	4.	The Offer is for up to 6,750,000 Warrants, constituting 55.5% of the issued and outstanding Warrants of the Company as of July 8, 2016.	
 
 	5.	Tendering Warrant holders who are registered Warrant holders or who tender their Warrants directly to Continental Stock Transfer & Trust Company will not be obligated to pay any brokerage commissions.	
If you wish to have us exchange any or all of your Warrants, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to exchange your Warrants, we will tender for exchange all your Warrants unless you specify otherwise on the attached Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Date of the Offer. Please note that the Offer Period and withdrawal rights will expire at 11:59 p.m., Eastern Time, on Friday, August 5, 2016, unless the Offer Period is extended.
The Offer is being made solely under the Offer Letter and the Letter of Transmittal and is being made to all holders of Warrants. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Warrants residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The Company’s board of directors (excluding those directors who beneficially own Warrants) has approved the Offer. However, neither the Company’s management nor its board of directors, officers, or employees, nor Financial Advisor, the Depositary or the Information Agent, makes any recommendation to any Warrant holder as to whether to exchange or refrain from tendering and exchanging any Warrants. The Company has not authorized any person to make any recommendation. You should carefully evaluate all information in the Offer and should consult your own investment and tax advisors. You must decide whether to exchange your Warrants and, if so, how many Warrants to exchange. In doing so, you should read carefully the information in the Offer Letter and the Letter of Transmittal.

INSTRUCTION FORM
WITH RESPECT TO THE
OFFER TO EXCHANGE
BY
DEL TACO RESTAURANTS, INC.
UP TO 6,750,000 OF ITS OUTSTANDING WARRANTS
FOR SHARES OF ITS COMMON STOCK
AT AN EXCHANGE RATIO OF 0.2780 SHARES FOR EACH WARRANT
The undersigned acknowledges receipt of your letter and the enclosed Offer to Exchange Letter, dated July 11, 2016 (the “ Offer Letter ”), and the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”), in connection with the offer by Del Taco Restaurants, Inc., a Delaware corporation (the “ Company ”), to the holders of the Company’s issued and outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per share (the “ Warrants ”) to permit the exchange of one Warrant for 0.2780 Shares (approximately one Share for every 3.6 Warrants tendered). The undersigned acknowledges that, because of the proration provisions described in the Offer Letter, the Company may purchase less than all of the Warrants tendered by a Warrant holder if more than an aggregate of 6,750,000 Warrants are properly tendered and not properly withdrawn. The “ Offer Period ” is the period of time commencing on July 11, 2016 and ending at 11:59 p.m., Eastern Time, on Friday, August 5, 2016, or such later date to which the Company may extend the Offer (the “ Expiration Date ”).
The undersigned hereby instructs you to exchange the number of Warrants indicated below or, if no number is indicated, all Warrants you hold for the account of the undersigned, on the terms and subject to the conditions of the Offer.
By participating in the Offer, the undersigned acknowledges that: (i) the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Offer Letter; (ii) such Warrant holder is voluntarily participating in the Offer; (iii) the future value of the Warrants is unknown and cannot be predicted with certainty; (iv) such Warrant holder has read the Offer Letter; (v) such Warrant holder has consulted his, her or its tax and financial advisors with regard to how the Offer will impact the tendering Warrant holder’s specific situation; (vi) any foreign exchange obligations triggered by such Warrant holder’s tender of Warrants or receipt of proceeds are solely his, her or its responsibility; and (vii) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“ Tax Items ”) related to the Offer and the disposition of Warrants, such Warrant holder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of Warrants authorizes the Company to withhold all applicable Tax Items potentially payable by a tendering Warrant holder. The Company’s acceptance for payment of Warrants tendered pursuant to the Offer will constitute a binding agreement between the tendering Warrant holder and the Company upon the terms and subject to certain conditions of the Offer.
(continued on following page)

Number of Warrants to be exchanged by you for the account of the undersigned:                                              
* No fractional Shares will be issued. Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares.
**Unless otherwise indicated, it will be assumed that all Warrants held by us for your account are to be exchanged.

Signature(s):	  	 	

Name(s):	  	 	
(Please Print)	

Taxpayer Identification Number:	  	 	

Address(es):	  	 	
(Including Zip Code)	

Area Code/Phone Number:	  	 	
Date:                     , 2016

Exhibit 99 (a)(5)(C)

Del Taco Commences Offer to Exchange
Common Stock for up to 6,750,000 Outstanding Warrants
Lake Forest, California (July 11, 2016) — Del Taco Restaurants, Inc. (Nasdaq: TACO, TACOW) (the “Company,” “we” or “our”) today announced that it has commenced an offer to exchange (“Offer to Exchange”) 0.2780 shares of the Company’s common stock (“Shares”) for each outstanding Company warrant exercisable for Shares at an exercise price of $11.50 per Share (the “Warrants”) (approximately one Share for every 3.6 Warrants tendered), up to a maximum of 6,750,000 Warrants.
The Offer to Exchange commenced today and will expire, unless extended, at 11:59 p.m., Eastern Time, on Friday, August 5, 2016. Tenders of Warrants must be made prior to the expiration of the Offer to Exchange and may be withdrawn at any time prior to the expiration of the Offer to Exchange.
The purpose of the Offer to Exchange is to reduce the number of Shares that would become outstanding upon the exercise of Warrants. All outstanding Warrants are eligible to be tendered pursuant to the Offer (subject to proration as described below). The Company’s board of directors believes that by allowing holders of Warrants to exchange one Warrant for 0.2780 Shares, the Company can potentially reduce the substantial number of Shares that would be issuable upon exercise of the Warrants, thus providing investors and potential investors with greater certainty as to the Company’s capital structure. For example, if all of the 6,750,000 eligible Warrants were validly tendered in the Offer, the Company would issue 1,876,500 Shares in exchange for such tendered Warrants. However, if all of the 6,750,000 eligible Warrants were exercised for Shares pursuant to the terms of the Warrants, the Company would issue 6,750,000 Shares in such exercise.
The Offer to Exchange is not conditioned on the tender of any minimum number of Warrants. The Offer to Exchange is, however, subject to certain customary conditions.
The Company will exchange all Warrants properly tendered and not properly withdrawn prior to the expiration of the Offer to Exchange, subject to proration, as described in the Offer to Exchange Letter that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and is being distributed to Warrant holders. Because of the proration provisions described in the Offer to Exchange Letter, the Company may exchange less than all of the Warrants tendered by a Warrant holder if more than an aggregate of 6,750,000 Warrants are properly tendered and not properly withdrawn.
All of our directors and executive officers who beneficially own Warrants have agreed to participate in the Offer and in aggregate have agreed to tender not less than 1,500,000 of their Warrants.
Levy Family Partners, LLC holds 1,769,652 Warrants. Lawrence F. Levy and Ari B. Levy, each a director of the Company, are two of the four managers of Levy Family Partners, LLC. The four managers of Levy Family Partners, LLC, acting by majority vote, exercise voting and dispositive control over the Warrants held by Levy Family Partners, LLC. Levy Family Partners, LLC has agreed to tender not less than 665,000 of its Warrants.
The Ari Levy 2003 Investment Trust, a trust established for the benefit of Ari B. Levy, a director of the Company, holds 1,792,095 Warrants. The Ari Levy 2003 Investment Trust has agreed to tender not less than 670,300 of its Warrants.
PW Acquisitions, LP holds 600,000 Warrants. Patrick Walsh, a director of the Company, is the chief executive officer and managing member of the General Partner of PW Acquisitions, LP and exercises voting and dispositive power over these Warrants. PW Acquisitions, LP has agreed to tender not less than 164,000 of its Warrants.
The R.J. Investment Trust, a trust established for the benefit of R.J. Melman, a director of the Company, holds 2,500 Warrants. The R.J. Investment Trust has agreed to tender not less than 700 of its Warrants.
None of the Company, its board of directors, officers or employees, nor the financial advisor, depositary or the information agent makes any recommendations to Warrant holders as to whether to tender or refrain from tendering their Warrants pursuant to the Offer to Exchange Letter. Warrant holders must decide how many Warrants they will tender, if any.

In March 2016, the Company’s board of directors authorized the Company to repurchase up to $25 million of the Company’s outstanding Shares and Warrants. The Company has repurchased 990,555 Shares and 476,806 Warrants under the repurchase program for an aggregate of $10.5 million, consisting of $9.5 million to repurchase Shares and $1.0 million to repurchase Warrants, with $14.5 million remaining for future repurchases of Shares and Warrants under this authorization. There has been no change to this program as a result of the Offer to Exchange. The timing, actual number and value of shares purchased will depend on the Company’s stock price, market conditions, and other factors. As of July 8, 2016, the Company had 37,976,206 outstanding Shares and 12,162,817 outstanding Warrants.
The financial advisor for the Offer to Exchange is Piper Jaffray & Co. The information agent for the Offer to Exchange is Morrow Sodali. The depositary for the Offer to Exchange is Continental Stock Transfer & Trust Company. The Offer to Exchange, Letter of Transmittal and related documents are being mailed to Warrant holders of record and will be made available for distribution to beneficial owners of the Warrants.
Additional Information. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell securities. The Offer to Exchange described above is made only pursuant to a Tender Offer Statement on Schedule TO and related exhibits, including the Offer to Exchange Letter, Letter of Transmittal and other related documents, filed with the SEC. Warrant holders should read the Tender Offer Statement on Schedule TO, Offer to Exchange Letter, Letter of Transmittal and related exhibits, as they contain important information about the Offer to Exchange. Warrant holders can obtain these documents free of charge from the SEC’s website at www.sec.gov, or by directing a request to the information agent for the Offer to Exchange, Morrow Sodali, toll-free (855) 291-6792 (banks and brokerage firms, please call (203) 658-9400).
About Del Taco Restaurants, Inc.
Founded in 1964 in Southern California, Del Taco (NASDAQ: TACO) is the nation’s second largest Mexican Quick Service Restaurant chain. Known for serving Mexican and American favorites prepared fresh in every restaurants’ working kitchen, Del Taco’s menu items taste better because they are made with fresh ingredients like cheddar cheese grated from 40-lb blocks, hand chopped pico de gallo, fresh sliced avocado, slow cooked beans made from scratch, and fresh-grilled marinated chicken and carne asada steak. In June 2016, Del Taco reinvigorated its UnFreshing Believable ® marketing campaign to further communicate its commitment to serve guests everything that they love, including choosing not to choose between tacos and fries, fresh prep and fair price, or great tasting food and the convenience of a drive thru. With nearly 550 restaurants in 16 states, Del Taco serves more than three million guests each week. For more information, follow Del Taco on Twitter, Facebook and Instagram or visit www.deltaco.com.
Forward-Looking Statements
In addition to historical information, this release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information concerning completion of the Offer to Exchange, the Company’s possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities and the effects of regulation. These statements are based on the Company’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “target,” “may,” “will,” “should,” “future,” “propose,” “preliminary,” “guidance” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s management’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks include, without limitation, consumer demand, our inability to successfully open company-owned or franchised restaurants or establish new markets, competition in our markets, our inability to grow and manage growth profitably, adverse changes in food and supply costs, our inability to access additional capital, changes in applicable laws or regulations, food safety and foodborne illness concerns, our inability to manage existing and to obtain additional franchisees, our inability to attract and retain qualified personnel, our inability to profitably expand into new markets, changes in, or the discontinuation of, the Company’s stock and Warrant repurchase program, and the

possibility that we may be adversely affected by other economic, business, and/or competitive factors. Additional risks and uncertainties are identified and discussed in the Company’s reports filed with the SEC and available at the SEC’s website at www.sec.gov and the Company’s website at www.deltaco.com.
Forward-looking statements included in this release speak only as of the date of this release. The Company undertakes no obligation to update its forward-looking statements to reflect events or circumstances after the date of this release or otherwise.
### #### ###
Media Contact:
Julia Young
(646) 277-1280
julia.young@icrinc.com
Investor Relations Contact:
Raphael Gross
(203) 682-8253
investor@deltaco.com

Exhibit (d)(5)
TENDER SUPPORT AGREEMENT
This TENDER SUPPORT AGREEMENT (this “ Agreement ”), dated as of July 11, 2016, is by and between Del Taco Restaurants, Inc., a Delaware corporation (the “ Company ”), and each of the holders of Warrants (as defined below) described on Schedule I (the “ Warrantholder ” and together the “ Warrantholders ”).
WHEREAS, the Company is making an offer, upon the terms and conditions set forth in its Offer to Exchange Letter (“ Offer Letter ”) and the related Letter of Transmittal (which together constitute the “ Offer ”) which will be filed on the date hereof with the Securities and Exchange Commission (“ SEC ”), to all holders of the Company’s issued and outstanding warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at an exercise price of $11.50 per Share (the “ Warrants ”), to exchange during the Offer Period (as defined in the Offer Letter) 0.2780 Shares for every Warrant tendered, up to a maximum of 6,750,000 Warrants;
WHEREAS, as of the date of this Agreement, each Warrantholder is the beneficial owner of the Warrants set forth opposite its name on Schedule I to this Agreement (the “ Currently Owned Warrants ”); and
WHEREAS, as a condition to the Company’s willingness to conduct the Offer, the Company has required that each Warrantholder agree, and each Warrantholder has agreed, to enter into this Agreement and abide by the covenants and obligations set forth in this Agreement, including, without limitation, to validly tender in the Offer that the number of Currently Owned Warrants set forth opposite its name on Schedule I to this Agreement (the “ Tendered Warrants ”) (and not withdraw from the Offer any such Tendered Warrants).
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party to this Agreement, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Agreement to Tender .
(a) Each Warrantholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 10th Business Day following the commencement of the Offer, such Warrantholder shall tender the Tendered Warrants beneficially owned by such Warrantholder pursuant to the Offer. As used herein, the term “ Business Day ” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.
(b) Each Warrantholder agrees that once Tendered Warrants are tendered into the Offer, without the prior written consent of the Company in its sole discretion, it shall not, and shall not be permitted to, withdraw or cause to be withdrawn the tender of such Tendered Warrants unless the Offer shall have been terminated.
(c) No Warrantholder shall be responsible for any breach of this Agreement by any other Warrantholder.
2. Representations and Warranties . Each Warrantholder hereby represents and warrants to the Company as follows:
2.1 Power; Due Authorization; Binding Agreement . Such Warrantholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by such Warrantholder and constitutes a valid and binding agreement of such Warrantholder, enforceable against such Warrantholder in accordance with its terms.
2.2 Ownership of Warrants . Such Warrantholder’s Tendered Warrants are beneficially owned and owned of record by such Warrantholder. Such Warrantholder has good and valid title to the Tendered Warrants, free and clear of any liens, claims or encumbrances that would prevent such Warrantholder from tendering the Tendered Warrants in accordance with this Agreement or complying with its other obligations under this Agreement. Such Warrantholder has and will have at all times through the Offer Period sole voting and dispositive power with respect to all of the Tendered Warrants and will be entitled to vote and dispose of all of the Tendered Warrants.

2.3 No Conflicts . The execution and delivery of this Agreement by such Warrantholder does not, and the performance of the terms of this Agreement by such Warrantholder will not, (a) require such Warrantholder to obtain the consent or approval of, or make any filing with or notification to, any foreign or domestic federal, state or local government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing (each a “ Governmental Entity ”) (other than filing an amendment to a Schedule 13D or the filing of other documents with the Securities and Exchange Commission or regulatory bodies of foreign jurisdictions), (b) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Warrantholder or its properties and assets, (c) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Warrantholder or pursuant to which any of its properties or assets are bound or (d) violate any other agreement to which such Warrantholder is a party, including, without limitation, any voting agreement, shareholder agreement, irrevocable proxy or voting trust, except in each case for such consents, approvals, filings, conflicts or violations as would not prevent, impede or delay the performance by such Warrantholder of its obligations hereunder. The Tendered Warrants are not, with respect to the voting or transfer of such Tendered Warrants, subject to any other agreement, including any voting agreement, shareholder agreement, irrevocable proxy or voting trust.
2.4 Absence of Litigation . As of the date of this Agreement, there is no action pending or, to the knowledge of such Warrantholder, threatened against or affecting such Warrantholder and/or any of its affiliates before or by any Governmental Entity that would reasonably be expected to impair the ability of such Warrantholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement on a timely basis.
2.5 Acknowledgment . Such Warrantholder understands and acknowledges that the Company is conducting the Offer in reliance upon such Warrantholder’s execution, delivery and performance of this Agreement.
3. Certain Covenants of the Warrantholders . Each Warrantholder hereby covenants and agrees with the Company as follows:
3.1 Restriction on Transfer . Until the termination of this Agreement in accordance with its terms, except for any action contemplated by Section 1 , such Warrantholder shall not, directly or indirectly, either voluntarily or involuntarily, (a) sell, transfer, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, or limitation on the voting rights of, any of the Tendered Warrants (any such action, a “ Transfer ”) (provided that the Warrantholder may (i) exercise any of its Tendered Warrants in accordance with the terms thereof, and (ii) sell, transfer, assign or otherwise dispose of any Tendered Warrants to any affiliate of such Warrantholder so long as, prior to effecting any such transaction, such affiliate has agreed to become a party hereto as a “Warrantholder” and bound by all of the obligations applicable to a “Warrantholder” hereunder), (b) take any action that would cause any representation or warranty of such Warrantholder contained in this Agreement to become untrue or incorrect or have the effect of preventing or disabling such Warrantholder from performing its obligations under this Agreement, or (c) commit or agree to take any of the foregoing actions.
3.2 Documentation and Information . Such Warrantholder (a) consents to and authorizes the publication and disclosure by the Company of its identity and holding of the Tendered Warrants, and the nature of such Warrantholder’s commitments, arrangements and understandings under this Agreement, in any press release, the Offer Letter, or any other disclosure document required in connection with the Offer, and (b) agrees as promptly as practicable to give to the Company any information related to the foregoing that the Company may reasonably require for any such disclosure documents. Such Warrantholder agrees to notify the Company as promptly as practicable of any required corrections with respect to any information supplied by it specifically for use in any such disclosure document, if and to the extent such Warrantholder becomes aware that any such information shall have become false or misleading in any material respect.
 
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3.3 Further Assurances . From time to time, at the request of the Company and without further consideration, such Warrantholder shall execute and deliver such additional documents and take all such further reasonable action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
4. Indemnification and Expenses .
(a) The Company hereby agrees to hold harmless and indemnify each Warrantholder and each Warrantholder’s officers, managers, members, trustees, employees, agents, attorneys and successors and assigns of each of the foregoing in their capacity of such relationship to the Warrantholder (collectively, “ Indemnitees ”) to the fullest extent authorized or permitted by applicable law against any and all damages, costs and expenses (including reasonable attorneys’ fees, witness, expert and consultant fees), judgments, fines and amounts paid in settlement actually incurred by any Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action, suit or proceeding by or in the right of the Company) to which such Indemnitee is, was, or at any time becomes a party, or is threatened to be made a party, to the extent arising from the Warrantholder’s entry into, or performance under, this Agreement.
(b) Not later than twenty (20) days after receipt by an Indemnitee of notice of the commencement of any action, suit, proceeding, or investigation described in Section 4(a ), such Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but any delay in notifying the Company will not relieve the Company from any liability hereunder except to the extent the delay materially prejudices the Company in the defense thereof. The Company may at its election assume the defense of the action, suit, proceeding, or investigation following notice from the Company to the Indemnitee of the Company’s assumption of the defense thereof, and the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred directly by the Indemnitee in connection with the defense thereof. In such event, the Indemnitee shall have the right to employ counsel in the action, suit, proceeding, or investigation but the fees and expenses of counsel incurred after notice from the Company of the Company’s assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company in writing, (ii) there is a conflict of interest between the Company and the Indemnitee relating to the defense of the action, suit, proceeding, or investigation or (iii) the Company shall not in fact have employed counsel to assume the defense of the action, suit, proceeding, or investigation, in each of which cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company; provided , however , that all Indemnitees affiliated or associated with the Warrantholder shall use a single counsel (together with any required local counsel) unless there is a conflict of interest between such Indemnitees relating to the defense of the action, suit, proceeding, or investigation.
(c) The Company shall not be required to indemnify any Indemnitee pursuant hereto if it shall be determined by a final adjudication of a court of competent jurisdiction (from which there is no right of appeal) that such indemnification is not lawful (in which case the Company shall remain obligated for the contribution obligations under clause (f) below).
(d) The Company shall not be liable to indemnify an Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent, such consent not to be unreasonably withheld or delayed. The Company shall be permitted to settle any action for which the Indemnitee is fully indemnified by the Company or a third party except that (i) the Company shall not settle any action or claim in any manner which would contain any admission of wrongdoing or would impose any expense, payment, penalty or limitation on an Indemnitee without the applicable Warrantholders’ written consent and (ii) the Company shall not settle any action, claim or proceeding without obtaining a full and complete release of the Indemnitee with respect thereto. Neither the Company nor any Indemnitee shall unreasonably withhold or delay its consent to any proposed settlement.
(e) The obligations of the Company contained herein shall continue during the period the Agreement is in effect, and shall continue thereafter so long as any Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, that is subject to indemnification hereunder.
 
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(f) If the indemnification provided hereby is unavailable with respect to an Indemnitee by reason of a court decision that it would be unlawful, the Company shall contribute to the amount of expenses (including attorneys’ fees, witness, expert and consultant fees), judgments, fines and amounts paid in settlement actually incurred and paid or payable by an Indemnitee to the fullest extent permitted by applicable Law.
(g) In addition to and without limiting the rights of each Warrantholder and other Indemnitees pursuant to the above provisions of Section 4 , the Company will promptly pay or reimburse, upon submission, the Warrantholders’ reasonable attorney’s fees and expenses pertaining to this Agreement, in an amount not to exceed $35,000 in the aggregate for all Warrantholders. The Warrantholders will not be deemed to have waived any attorney-client or other privilege by reason of submitting for payment or reimbursement any statements or invoices from its legal advisors.
5. Miscellaneous .
5.1 Termination of this Agreement . This Agreement shall terminate upon the earlier to occur of (i) the termination of the Offer, without any Warrants being accepted for exchange thereunder, (ii) the date of any modification, waiver, change or amendment of the Offer after the date hereof that results in a (A) decrease in the number of Shares issuable upon exchange of each Warrant, or (B) change in the form of consideration to be paid in the Offer, or (iii) August 31, 2016 if, on or prior to such date, the Offer has not been consummated.
5.2 Effect of Termination . In the event of termination of this Agreement pursuant to Section 5.1 , this Agreement shall become void and of no effect with no liability on the part of any party; provided, however, that no such termination shall (i) relieve any party from any liability for any breach of this Agreement occurring prior to such termination or (ii) impair the indemnification and expense provisions of Section 4 , and Section 4 shall survive the termination of this Agreement in its entirety and shall remain of full force and effect.
5.3 Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
5.4 Amendments . This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties to this Agreement.
5.5 Notices . All notices, requests and other communications to any party under this Agreement shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed) or sent by overnight courier (providing proof of delivery):
If to the Company:
Del Taco Restaurants, Inc.
25521 Commercentre Drive
Lake Forest, CA 92630
Fax: (949) 616-5002
Attn: Legal Department
If to a Warrantholder:
The address specified on Schedule I
All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient if received prior to 5:00 p.m., local time, in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.
 
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5.6 Governing Law; Jurisdiction; Waiver of Jury Trial .
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
(b) Each of the parties to this Agreement (i) irrevocably submit itself to the personal jurisdiction of the Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware) in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware). The parties to this Agreement agree that a final judgment in any action or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each of the parties to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 5.6 , (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.
(c) EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES TO THIS AGREEMENT HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 5.6(c).
5.7 Specific Performance . The parties agree that irreparable damage would occur and that the Company would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the Warrantholders in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, this being in addition to any other remedy to which it is entitled at law or in equity. The parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.
5.8 No Assignment . Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, and any assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Any purported assignment not permitted under this Section 5.8 shall be null and void.
 
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5.9 Counterparts; Effectiveness . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or electronic transmission shall be considered original executed counterparts for purposes of this Section 5.9 provided that receipt of copies of such counterparts is confirmed.
5.10 Severability . If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible.
[signature page follows]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

DEL TACO RESTAURANTS, INC.	
		
By:	 	/s/ Steven L. Brake	
Name:	 	Steven L. Brake	
Title:	 	Executive Vice President and
Chief Financial Officer	

LEVY FAMILY PARTNERS, LLC	
		
By:	 	LFP Management, LLC	
Its:	 	Manager	

By:	 	/s/ Ari B. Levy	
Name:	 	Ari B. Levy	
Title:	 	Manager	
	
ARI LEVY 2003 INVESTMENT TRUST	
		
By:	 	/s/ Claire P. Murphy	
Name:	 	Claire P. Murphy	
Title:	 	Trustee	

PW ACQUISITIONS, LP	
		
By:	 	PW PARTNERS ATLAS FUNDS, LLC	
Its:	 	General Partner	

By:	 	/s/ Patrick Walsh	
Name:	 	Patrick Walsh	
Title:	 	Chief Executive Officer and Managing Member	
	
R.J. INVESTMENT TRUST	
		
By:	 	/s/ Lawrence B. Swibel	
Name:	 	Lawrence B. Swibel	
Title:	 	Trustee	
[Signature Page to Tender Support Agreement]

Schedule I

Name and Address
of Warrantholder	  	Number of
Currently Owned Warrants	  	Number of
Tendered Warrants	
Levy Family Partners, LLC
444 N. Michigan Ave, Ste 3500
Chicago, IL 60611	  	1,769,652	  	665,000	
			
Ari Levy 2003 Investment Trust
444 N. Michigan Ave, Ste 3500
Chicago, IL 60611	  	1,792,095	  	670,300	
			
PW Acquisitions, LP
141 W. Jackson Blvd.
Chicago, IL 60604	  	600,000	  	164,000	
			
R.J. Investment Trust
c/o Fox Swibel Levin & Carroll, LLP
200 W Madison St #3000
Chicago, IL 60606	  	2,500	  	       700