FORM OF ADVISORY AGREEMENTAdvisory Agreement • May 28th, 2004 • Orange Hospitality, INC • 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 • May 28th, 2004 • Orange Hospitality, INC • 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”).
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
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”).
