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”).
