KEY HOSPITALITY ACQUISITION CORPORATION 4 Becker Farm Road Roseland, New Jersey 07068Service Agreement • September 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Key Hospitality Acquisition Corporation ("Company") and continuing until (the "Termination Date") the earlier of the consummation by the Company of a "Business Combination" or the Company's liquidation (as described in the Company's IPO prospectus), Millennium 3 Capital, Inc. shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 4 Becker Farm Road, Roseland, New Jersey 07068. In exchange therefore, the Company shall pay Millennium 3 Capital, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
6,000,000 Units KEY HOSPITALITY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
The undersigned, Key Hospitality Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
10,000,000 Units KEY HOSPITALITY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
Exhibit 4.4 WARRANT AGREEMENT Agreement made as of , 2005 between Key Hospitality Acquisition Corporation, a Delaware corporation, with offices at 1775 Broadway, Suite 604, New York, NY 10019 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • October 13th, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2005 or such later date as Maxim may advise on not less than one day's notice to the Selected Dealer, at Maxim's principal office located at 405 Lexington Avenue, 2nd...Selected Dealer Agreement • September 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • August 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
Agreement made as of , 2005 between Key Hospitality Acquisition Corporation, a Delaware corporation, with offices at 1775 Broadway, Suite 604, New York, NY 10019 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Exhibit 10.12 INVESTMENT MANAGEMENT TRUST AGREEMENT This INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Agreement") is made as of October _____, 2005 by and between Key Hospitality Acquisition Corporation (the "Company") and Continental Stock Transfer &...Investment Management Trust Agreement • October 13th, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
WARRANT AGREEMENT Agreement made as of , 2005 between Key Hospitality Acquisition Corporation, a Delaware corporation, with offices at 1775 Broadway, Suite 604, New York, NY 10019 ("Company"), and Continental Stock Transfer & Trust Company, a New York...Warrant Agreement • May 17th, 2005 • Key Hospitality Acquisition CORP • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2005 ("Agreement"), by and among Key Hospitality Acquisition Corporation, a Delaware corporation ("Company"), and the undersigned parties listed under Initial Stockholders on the signature...Stock Escrow Agreement • May 17th, 2005 • Key Hospitality Acquisition CORP • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ______ __, 2007, by and among Key Hospitality Acquisition Corporation, a Delaware corporation (the “Company”), and the parties signatory hereto (each a “Stockholder” and collectively, the “Stockholders”), who are the former members of Cay Clubs, LLC, a Florida limited liability company (“Cay Clubs”).
Key Hospitality Acquisition CorporationEmployment Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Florida
This letter is to confirm our understanding with respect to (i) your future employment by Key Acquisition Corp. or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”), (ii) your agreement not to compete with the Company, (iii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company and (iv) your agreement with respect to the ownership of inventions, ideas, copyrights and patents which may be used in the business of the Company (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • October 3rd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Delaware
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of October 2, 2007 by and among KEY HOSPITALITY ACQUISITION CORPORATION, a Delaware corporation (“Key”), CAY CLUBS, INC., a Delaware corporation and a wholly owned subsidiary of Key (“Parent”), KEY MERGER SUB LLC, a Florida limited liability company and a wholly owned subsidiary of Parent (“Key Merger Sub”), KEY MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“New Key Merger Sub” and, together with Key Merger Sub, the “Merger Subs” and each a “Merger Sub”), CAY CLUBS LLC, a Florida limited liability company (the “Company”), and each of the persons listed under the caption “Members” on the signature page hereof, such persons being all of the members of the Company (collectively, the “Members”). Key, Parent, Merger Subs, the Company and Members, hereinafter collectively referred to as, the “Parties”.
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2005, by and among Key Hospitality Acquisition Corporation, a Delaware corporation (the "Company") and the undersigned parties...Registration Rights Agreement • May 17th, 2005 • Key Hospitality Acquisition CORP • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG KEY HOSPITALITY ACQUISITION CORPORATION, CAY CLUBS, INC., KEY MERGER SUB INC., KEY MERGER SUB LLC, CAY CLUBS LLC, AND THE MEMBERS OF CAY CLUBS LLC DATED AS OF AUGUST 2, 2007Agreement and Plan of Merger • August 3rd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 2, 2007, by and among KEY HOSPITALITY ACQUISITION CORPORATION, a Delaware corporation (“Key”), CAY CLUBS, INC., a Delaware corporation and a wholly owned subsidiary of Key (“Parent”), KEY MERGER SUB LLC, a Florida limited liability company and a wholly owned subsidiary of Parent (“Key Merger Sub”), KEY MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“New Key Merger Sub” and, together with Key Merger Sub, the “Merger Subs” and each a “Merger Sub”), CAY CLUBS LLC, a Florida limited liability company (the “Company”), and each of the persons listed under the caption “Members” on the signature page hereof, such persons being all of the members of the Company (each a “Member” and, collectively, the “Members”).
LOCKUP AGREEMENTLockup Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Delaware
ESCROW AGREEMENTEscrow Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated as of [____], 2007, is made by and among KEY HOSPITALITY ACQUISITION CORP., a Delaware corporation (“Parent”), PARENT, F. DAVE CLARK IRREVOCABLE TRUST UNDER AGREEMENT DATED AUGUST 31, 2004 (“Clark”), DAVID SCHWARZ (“Schwarz” and together with Clark, the “Stockholders”); and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, in its capacity as escrow agent hereunder (the “Escrow Agent”, which term shall also include any successor escrow agent appointed in accordance with Section 5.3 hereof). The Stockholders and Parent are collectively referred to as the “Interested Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG KEY HOSPITALITY ACQUISITION CORPORATION, KEY MERGER SUB, LLC, CAY CLUBS LLC AND THE MEMBERS OF CAY CLUBS LLC DATED AS OF MARCH 22, 2007Merger Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 22, 2007, by and among Key Hospitality Acquisition Corporation, a Delaware corporation (“Parent”), Key Merger Sub, LLC, a Florida limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Cay Clubs LLC, a Florida limited liability company (the “Company”), and each of the persons listed under the caption “Members” on the signature page hereof, such persons being all of the members of the Company (each a “Member” and, collectively, the “Members”).
Date] Maxim Group LLC 405 Lexington Ave. New York, New York 10174 Re: Key Hospitality Acquisition Corporation. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Key Hospitality Acquisition...Warrant Purchase Agreement • June 28th, 2005 • Key Hospitality Acquisition CORP • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Key Hospitality Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.001 per share, of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Maxim Group LLC ("Maxim") informs the Company of its decision to allow earlier separate trading.
Date] Maxim Group LLC 405 Lexington Ave. New York, New York 10174 Re: Key Hospitality Acquisition Corporation. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Key Hospitality Acquisition...Warrant Purchase Agreement • May 17th, 2005 • Key Hospitality Acquisition CORP
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Key Hospitality Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.001 per share, of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Maxim Group LLC ("Maxim") informs the Company of its decision to allow earlier separate trading.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among Key Hospitality Acquisition Corporation, a Delaware corporation (“Company”), and the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
Maxim Group LLC 405 Lexington Ave. New York, New York 10174 Re: Key Hospitality Acquisition Corporation. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Key Hospitality Acquisition Corporation...Warrant Purchase Agreement • October 13th, 2005 • Key Hospitality Acquisition CORP • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Key Hospitality Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.001 per share, of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Maxim Group LLC ("Maxim") informs the Company of its decision to allow earlier separate trading.
