FORM OF ADVISORY AGREEMENTAdvisory Agreement • September 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 • September 22nd, 2004 • 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”).
ESCROW AGREEMENTEscrow Agreement • September 22nd, 2004 • Orange Hospitality, INC • Hotels & motels • New York
THIS ESCROW AGREEMENT (the “Agreement”) is dated this day of [ ], 2004, by and among Orange Hospitality, Inc., a Maryland corporation (the “Company”), Bergen Capital Incorporated, a New Jersey corporation (the “Managing Dealer”), and Wachovia Bank, National Association (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.
