FORM OF ADVISORY AGREEMENTAdvisory Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels • New Jersey
THIS ADVISORY AGREEMENT, dated as of , 2004 (the “Agreement”), is between ORANGE HOSPITALITY, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and ORANGE ADVISORS, LLC., a limited liability company organized under the laws of the State of New Jersey (the “Advisor”).
FORM OF PROPERTY ACQUISITION/DISPOSITION AGREEMENTProperty Acquisition/Disposition Agreement • January 27th, 2005 • Orange Hospitality, INC • Hotels & motels • New Jersey
THIS AGREEMENT is made and entered into as of the , 2004, by and between ORANGE HOSPITALITY, INC., a Maryland corporation (hereinafter referred to as the “Company”), and ORANGE REALTY GROUP, LLC, a New Jersey limited liability company (hereinafter referred to as the “Advisor”).
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels • New York
On September 22, 2004, Orange Hospitality, Inc. (the “Company”) entered into that certain Escrow Agreement (the “Original Agreement”) with Bergen Capital Incorporated (“Bergen”) and Wachovia Bank, National Association (the “Escrow Agent”) in connection with the Offering (as defined below) described herein. In light of the participation of Maxim Group LLC (“Maxim”) and McGinn Smith & Company, Inc. (“McGinn” and together with Bergen and Maxim, the “Managing Dealers”) as co-managing agents in the Offering, the Company, Bergen and the Escrow Agent desire to, and hereby do, amend and restate, in its entirety, the Original Agreement, and agree with Maxim and McGinn as follows.
Common Shares ORANGE HOSPITALITY, INC. SELECTED DEALER AGREEMENTSelected Dealer Agreement • January 27th, 2005 • Orange Hospitality, INC • Hotels & motels
Bergen Capital Incorporated (“Bergen”), Maxim Group LLC (“Maxim”) and McGinn Smith & Company, Inc. (“McGinn” and together with Bergen and Maxim, the “Managing Dealers”) have agreed to use their best efforts to sell shares of common stock, $0.01 par value (the “Shares”), in Orange Hospitality, Inc., a Maryland corporation (the “Company”), in a public offering (the “Offering”) for a minimum of 842,106 Shares and up to a maximum of 33,375,439 Shares, in each case as described in the enclosed prospectus (the “Prospectus”). The Shares are being offered by the Managing Agents, with Maxim acting as lead agent, on a “best efforts” basis pursuant to an amended and restated agency agreement (the “Agency Agreement”) between the Managing Agents and the Company. This Selected Dealer Agreement shall be effective when the registration statement relating to the Shares (and including the Prospectus) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “A
ORANGE HOSPITALITY, INC. NEW YORK, NEW YORK, 10019 Common Shares Amended and Restated Agency AgreementAgency Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels • New York
On May 27, 2004, Orange Hospitality, Inc., a Maryland corporation (the “Company”) entered into that certain Agency Agreement (as amended on September 20, 2004, the “Original Agreement”) with Bergen Capital Incorporated (“Bergen”) in connection with the Offering (as defined below) described herein. In light of the participation of Maxim Group LLC (“Maxim”) and McGinn Smith & Company, Inc. (“McGinn”) as co-managing agents in the Offering, the Company and Bergen desire to, and hereby do, amend and restate, in its entirety, the Original Agreement, and agree with Maxim and McGinn as follows.
ORANGE HOSPITALITY, INC. NEW YORK, NEW YORK, 10019 Common Shares Agency AgreementAgency Agreement • May 28th, 2004 • Orange Hospitality, INC • New Jersey
Orange Hospitality, Inc., a Maryland corporation (the “Company”), is a corporation that will elect to qualify as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended ( the “Code”). Subject to the terms and conditions stated herein, the Company proposes to engage Bergen Capital Incorporated as its managing dealer (the “Agent”) to solicit offers to buy and obtain purchasers for shares of common stock, $.01 par value, of the Company (“Shares”) in a public offering for a minimum of $20,000,000 up to a maximum of $350,000,000 (the “Offering”). The Shares will be registered for sale to the public under the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder by the Securities and Exchange Commission (the “Commission”), on SEC Form S-11, but will not be listed for post-issuance trading on any exchange or included for quotation on any of the Nasdaq markets. The net proceeds of the Offering wil
FIRST AMENDMENT TO OPTION PURCHASE AGREEMENTOption Purchase Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels
This First Amendment to Option Purchase Agreement (this “Amendment”) is made and entered into this day of December , 2004 by and between BRIAD LODGING GROUP HARTFORD, LLC (“Hartford LLC”), BRIAD LODGING GROUP ROCKY HILL, LLC (“Rocky Hill LLC”), BRIAD LOGDING GROUP WALLINGFORD, LLC (“Wallingford LLC”), BRIAD LODGING GROUP SOMERSET, LLC (“Somerset LLC”), BRIAD LODGING GROUP MT. OLIVE, LLC (“Mt. Olive LLC”), (“Hartford LLC, Rocky Hill LLC, Wallingford LLC, Somerset LLC, and Mt. Olive LLC shall collectively be called “Seller” or “Sellers”) each having its principal office address at 78 Okner Parkway, Livingston, NJ 07039, and ORANGE HOSPITALITY, INC. (“Buyer”) having an address of 11 Penn Plaza, 5th Floor, New York, NY 10001 and joined by BRIAD RESTAURANT GROUP, L.L.C., with its principal address at 78 Okner Parkway, Livingston, NJ 07039.
OPTION PURCHASE CONTRACT Between BRIAD LODGING GROUP HARTFORD, L.L.C. BRIAD LODGING GROUP ROCKY HILL, L.L.C. BRIAD LODGING GROUP SOMERSET, L.L.C., BRIAD LODGING GROUP WALLINGFORD, L.L.C., and BRIAD LODGING GROUP MT. OLIVE, L.L.C. (COLLECTIVELY,...Purchase Contract • May 28th, 2004 • Orange Hospitality, INC
This OPTION PURCHASE CONTRACT (this “Contract”) is made and entered into as of the day of , 2004, by and between BRIAD LODGING GROUP HARTFORD, L.L.C., a New Jersey limited liability company (“Hartford L.L.C.)”, BRIAD LODGING GROUP ROCKY HILL, L.L.C., a New Jersey limited liability company (“Rocky Hill L.L.C.”), BRIAD LODGING GROUP WALLINGFORD, L.L.C., a New Jersey limited liability company (“Wallingford LLC”), BRIAD LODGING GROUP SOMERSET, L.L.C., a New Jersey limited liability company (“Somerset LLC”), BRIAD LODGING GROUP MT. OLIVE, L.L.C., a New Jersey limited liability company (“Mt. Olive LLC and, collectively with Hartford LLC, Rocky Hill, LLC, Wallingford LLC and Somerset LLC, “Seller”), with its principal office at 30A Vreeland Road, Florham Park, New Jersey 07932, and ORANGE HOSPITALITY, INC., a Maryland corporation, having an office C/O Coqui Capital Partners, L.P. at 1775 Broadway, Suite 604, New York, NY 10019, or its assigns (“Buyer”) and joined in by BRIAD RESTAURANT GROUP,
ESCROW AGREEMENTEscrow Agreement • May 28th, 2004 • Orange Hospitality, INC
THIS ESCROW AGREEMENT (the “Agreement”) is dated this day of May, 2004, by and among Orange Hospitality, Inc., a Maryland corporation (the “Company”), Bergen Capital Incorporated, a corporation (the “Managing Dealer”), and Bank (the “Escrow Agent”). This Agreement shall be effective as of the effective date of the Company’s Registration Statement filed with the Securities and Exchange Commission (the “Effective Date”).
Common Shares ORANGE HOSPITALITY, INC. SELECTED DEALER AGREEMENTSelected Dealer Agreement • September 22nd, 2004 • Orange Hospitality, INC • Hotels & motels
We have agreed to use our best efforts to sell common shares, $0.01 par value, in Orange Hospitality, Inc., a Maryland corporation (the “Company”), in a public offering for a minimum of 842,106 shares, up to a maximum of 33,375,439 shares (the “Shares”), as described in the enclosed prospectus (the “Prospectus”). The Shares are being offered by Bergen Capital Incorporated, as Sales Agent for the Company (“BCI”), pursuant to an agency agreement (the “Agency Agreement”) between BCI and the Company. This Selected Dealer Agreement shall be effective when the registration statement relating to the Shares (and including the Prospectus) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Act”), has become effective with the Securities and Exchange Commission. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agency Agreement.
