FORM OF ADVISORY AGREEMENTAdvisory Agreement • December 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”).
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels • New York
On September 22, 2004, Orange Hospitality, Inc. (the “Company”) entered into that certain Escrow Agreement (the “Original Agreement”) with Bergen Capital Incorporated (“Bergen”) and Wachovia Bank, National Association (the “Escrow Agent”) in connection with the Offering (as defined below) described herein. In light of the participation of Maxim Group LLC (“Maxim”) and McGinn Smith & Company, Inc. (“McGinn” and together with Bergen and Maxim, the “Managing Dealers”) as co-managing agents in the Offering, the Company, Bergen and the Escrow Agent desire to, and hereby do, amend and restate, in its entirety, the Original Agreement, and agree with Maxim and McGinn as follows.
ORANGE HOSPITALITY, INC. NEW YORK, NEW YORK, 10019 Common Shares Amended and Restated Agency AgreementAgency Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels • New York
On May 27, 2004, Orange Hospitality, Inc., a Maryland corporation (the “Company”) entered into that certain Agency Agreement (as amended on September 20, 2004, the “Original Agreement”) with Bergen Capital Incorporated (“Bergen”) in connection with the Offering (as defined below) described herein. In light of the participation of Maxim Group LLC (“Maxim”) and McGinn Smith & Company, Inc. (“McGinn”) as co-managing agents in the Offering, the Company and Bergen desire to, and hereby do, amend and restate, in its entirety, the Original Agreement, and agree with Maxim and McGinn as follows.
FIRST AMENDMENT TO OPTION PURCHASE AGREEMENTOption Purchase Agreement • December 22nd, 2004 • Orange Hospitality, INC • Hotels & motels
This First Amendment to Option Purchase Agreement (this “Amendment”) is made and entered into this day of December , 2004 by and between BRIAD LODGING GROUP HARTFORD, LLC (“Hartford LLC”), BRIAD LODGING GROUP ROCKY HILL, LLC (“Rocky Hill LLC”), BRIAD LOGDING GROUP WALLINGFORD, LLC (“Wallingford LLC”), BRIAD LODGING GROUP SOMERSET, LLC (“Somerset LLC”), BRIAD LODGING GROUP MT. OLIVE, LLC (“Mt. Olive LLC”), (“Hartford LLC, Rocky Hill LLC, Wallingford LLC, Somerset LLC, and Mt. Olive LLC shall collectively be called “Seller” or “Sellers”) each having its principal office address at 78 Okner Parkway, Livingston, NJ 07039, and ORANGE HOSPITALITY, INC. (“Buyer”) having an address of 11 Penn Plaza, 5th Floor, New York, NY 10001 and joined by BRIAD RESTAURANT GROUP, L.L.C., with its principal address at 78 Okner Parkway, Livingston, NJ 07039.
