[Date]
Maxim Group LLC
000 Xxxxxxxxx Xxx.
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 ("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.
The undersigned agrees that this letter agreement constitutes an irrevocable
order for Maxim to purchase for the undersigned's account within the
forty-trading day period commencing on the date separate trading of the Warrants
commences ("Separation Date") up to _________ Warrants (or __________ Warrants
if the over-allotment in the IPO is exercised in full) at market prices not to
exceed $1.20 per Warrant ("Maximum Warrant Purchase"). Maxim (or such other
broker dealer(s) as Xxxxx may assign the order to) agrees to fill such order in
such amounts and at such times as it may determine, in its sole discretion,
during the forty-trading day period commencing on the Separation Date. Xxxxx
further agrees that it will not charge the undersigned any fees and/or
commissions with respect to such purchase obligation.
As the date hereof, the undersigned represents and warrants that it is not aware
of any material nonpublic information concerning the Company or any securities
of the Company and is entering into this agreement in good faith and not as part
of a plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
agrees that while this agreement is in effect, the undersigned shall comply with
the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into or
altering a corresponding or hedging transaction or position with respect to the
Company's securities. The undersigned further agrees that it shall not, directly
or indirectly, communicate any material nonpublic information relating to the
Company or the Company's securities to any employee of Broadband. The
undersigned does not have, and shall not attempt to exercise, any influence over
how, when or whether to effect purchases of Warrants pursuant to this agreement.
The undersigned may notify Maxim that all or part of the Maximum Warrant
Purchase will be made by an affiliate of the undersigned (or another person or
entity introduced to Maxim by the undersigned (such affiliate or other person or
entity, a "Designee")) who (or which) has an account at Maxim and, in such
event, Maxim will make such purchase on behalf of said Designee; provided,
however, that the undersigned hereby agrees to make payment of the purchase
price of such purchase in the event that the Designee fails to make such
payment.
The undersigned agrees that neither the undersigned nor any Designee of the
undersigned shall sell or transfer the Warrants until the earlier of the
consummation of a merger, capital stock exchange, asset acquisition or other
similar business combination involving the Company and acknowledges that, at the
option of Maxim, the certificates for such Warrants shall contain a legend
indicating such restriction on transferability, it being understood that the
Warrants purchased will be non-callable by the Company as long as they are held
by the undersigned or any Designee.
This letter agreement shall for all purposes be deemed to be made under and
shall be construed in accordance with the laws of the State of New York, with
regard to the conflicts of laws principals thereof. This Agreement shall be
binding upon the undersigned and the heirs, successors and assigns of the
undersigned.
Very truly yours,
-----------------------------------------
[Name]
