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, 2007

     

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AMENDED
      AND RESTATED AGREEMENT AND PLAN OF MERGER

     

    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”).
      

     

    RECITALS

     

    WHEREAS,
      Key, Key Merger Sub, the Company and the Members have previously entered into
      an
      Agreement and Plan of Merger (the “Original
      Agreement”),
      dated
      as of March 22, 2007, and now desire to amend and restate the Original Agreement
      in its entirety to read as set forth herein;

     

    WHEREAS,
      the boards of directors of each of Key, Parent, Key Merger Sub, New Key Merger
      Sub and the Company have each declared it to be advisable and in the best
      interests of each company and their respective stockholders and owners to
      consummate the transactions contemplated hereby on the terms and conditions
      set
      forth herein; and

     

    WHEREAS,
      it is intended that, for United States federal income tax purposes, the Mergers
      (as defined below) shall qualify as exchanges described in Section 351 of
      the Internal Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder (the “Code”),
      and
      that the Members will not recognize any gain or loss as a result of the Mergers
      based upon Section 351 of the Code.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual representations,
      warranties, covenants and agreements herein contained, and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereby agree as follows:

     

    ARTICLE
      I

    THE
      MERGERS

     

    1.1 The
      Key Merger.
      

     

    (a) At
      the
      Initial Effective Time (as defined below), New Key Merger Sub will be merged
      with and into Key (the “Key
      Merger”)
      in
      accordance with the Delaware
      General Corporation Law (“DGCL”),
      and
      upon the terms set forth in this Agreement, whereupon the separate existence
      of
      New Key Merger Sub shall cease and Key shall be the surviving entity (the
“Key
      Surviving Entity”).
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) As
      soon
      as practicable (and, in any event, within two Business Days (as defined below))
      after satisfaction or, to the extent permitted hereunder, waiver of all
      conditions to the Mergers (as defined below) set forth in Article VI
(excluding
      conditions that, by their nature, cannot be satisfied until the
      Closing
      and will
      in fact be satisfied or waived at the Closing), Key shall file a certificate
      of
      merger with the Delaware Secretary of State and make all other filings or
      recordings required by the DGCL in connection with the Key Merger. The Key
      Merger shall become effective at the Initial Effective Time. As used herein,
      the
      term “Initial
      Effective Time”
shall
      mean the time at which the certificate of merger is filed pursuant to this
      Section 1.1(b)(or at any other time indicated therein and mutually agreed to
      by
      Key and the
      Company).
      As
      used herein, the term “Business
      Day”
shall
      mean any day on which banks are permitted to be open in New York, New
      York.

     

    (c) From
      and
      after the Initial Effective Time, the Key Surviving Entity shall possess all
      the
      rights, powers, privileges and franchises and be subject to all of the
      obligations, liabilities, restrictions and disabilities of Key and New Key
      Merger Sub, all as provided under the DGCL.

     

    1.2 The
      Cay Merger.
      

     

    (a) At
      the
      Effective Time (as defined below), Key Merger Sub shall be merged with and
      into
the
      Company
      (the
“Cay
      Merger”
and,
      together with the Key Merger, the “Mergers”)
      in
      accordance with the Florida Limited Liability Company Act, Chapter 608 (the
      “Florida
      Act”),
      and
      upon the terms set forth in this Agreement, whereupon the separate existence
      of
      Key Merger Sub shall cease and the
      Company
      shall be
      the surviving entity (the “Cay
      Surviving Entity”
and,
      together with the Key Surviving Entity, the “Surviving
      Entities”).
      

     

    (b) Immediately
      following the Initial Effective Time, the
      Company
      and Key
      Merger Sub shall file a certificate of merger with
      the
      Florida Secretary of State in substantially the form of Exhibit
      B
      attached
      hereto
      and make
      all other filings or recordings required by Florida law in connection with
      the
      Cay Merger. The Cay Merger shall become effective at the Effective Time. As
      used
      herein, the term “Effective
      Time”
shall
      mean the time one minute following the Initial Effective Time.

     

    (c) From
      and
      after the Effective Time, the Cay Surviving Entity shall possess all the rights,
      powers, privileges and franchises and be subject to all of the obligations,
      liabilities, restrictions and disabilities of the
      Company
      and Key
      Merger Sub, all as provided under Florida law.

     

    1.3 Closing.
      Unless
      this Agreement shall have been terminated and the transactions contemplated
      by
      this Agreement abandoned pursuant to the provisions of Article VIII, and subject
      to the satisfaction or waiver, as the case may be, of the conditions set forth
      in Article VI, the closing of the Mergers and other transactions contemplated
      by
      this Agreement (the “Closing”)
      shall
      take place on
      the
      date on which the Initial Effective Time and the Effective Time occur
(the
      “Closing
      Date”).
      The
      Closing shall take place at the offices of Mintz Levin Cohn Ferris Glovsky
      and
      Popeo, P.C. in New York, New York. 

     

    
      
         

      

      
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    1.4 Effect
      of the Mergers.
      At the
      Initial Effective Time, the Key Merger shall have the effects set forth in
      this
      Agreement and in the DGCL. At the Effective Time, the Cay Merger shall have
      the
      effects set forth in this Agreement and in the Florida Act. Without limiting
      the
      generality of the foregoing, and subject thereto, at the Initial Effective
      Time
      all the assets, properties, rights, privileges, immunities, powers and
      franchises of Key and New Key Merger Sub shall vest in the Key Surviving Entity
      and all debts, liabilities and duties of the Company and Key Merger Sub shall
      become the debts, liabilities and duties of the Cay Surviving
      Entity.

     

    1.5 Certificate
      of Formation; Limited Liability Company Agreement; Certificate of Incorporation;
      Bylaws.
      

     

    (a) From
      and
      after the Effective Time and without further action on the part of the parties,
      the Certificate of Formation of the Company immediately prior to the Effective
      Time shall be the Certificate of Formation of the Cay Surviving Entity until
      amended in accordance with the terms thereof. 

     

    (b) From
      and
      after the Effective Time, the operating agreement set forth on Exhibit
      C
      attached
      hereto shall be the operating agreement of the Cay Surviving Entity until
      amended in accordance with terms thereof.

     

    (c) From
      and
      after the Initial Effective Time, the certificate of incorporation set forth
      on
Exhibit
      D
      attached
      hereto shall be the certificate of incorporation of the Key Surviving Entity,
      until thereafter changed or amended as provided therein or by applicable law.
      

     

    (d) From
      and
      after the Initial Effective Time, the bylaws of Key shall be the bylaws of
      the
      Key Surviving Entity.

     

    1.6 Cay
      Merger Consideration.

     

    (a) The
      aggregate consideration (the “Cay
      Merger Consideration”)
      to be
      paid or reserved for issuance by Parent, Key and the Merger Sub in the Mergers
      to the Members shall be (1) 21,666,667 fully paid and non-assessable shares
      of
      common stock of Parent, par value $0.001 per share (the “Parent
      Common Stock”),
      and
      (2) 5,000,000 shares of Parent Common Stock which shall be deposited in and
      subject to the Escrow created and established pursuant to Section 1.13 (such
      shares to be deposited in the Escrow shall sometimes be referred to as the
      “Escrow
      Shares”).
      

     

    (b) At
      the
      Effective Time, each Company Membership Interest (as defined below) held by
      a
      Member immediately prior to the Effective Time shall, by virtue of the Mergers,
      and without any action on the part of such Member, be converted automatically
      into and become the aggregate of the Cay Merger Consideration and shall be
      allocated among the Members as set forth on Schedule
      1.6(a)
      (which
      Schedule shall be amended from time to time to reflect the addition of any
      new
      Members to the Company and which final Schedule shall be delivered at least
      one
      week prior to Closing). 

     

    
      
         

      

      
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    (c) From
      and
      after the Effective Time, all membership interests of the Company, (together,
      “Company
      Membership Interests”)
      (other
      than any Company Membership Interests to be canceled and retired pursuant to
      Section 1.6(e)) shall be deemed canceled and shall cease to exist, and each
      holder of a Company Membership Interest shall cease to have any rights with
      respect thereto except as set forth herein or under applicable law.


     

    (d) As
      soon
      as practicable after the Effective Time, Parent shall furnish one or more
      certificates representing the prescribed number of shares of Parent Common
      Stock
      to the Members in accordance with Section 1.12 hereof.

     

    (e) Immediately
      prior to the Effective Time, each Company Membership Interest owned by Key,
      Parent or any direct or indirect wholly owned Subsidiary (as defined in
      Section 2.2(a)) of Key, Parent or the Company, shall be canceled and
      extinguished without any conversion thereof or payment therefor.

     

    (f) All
      shares of Parent Common Stock issued upon the surrender for exchange of Company
      Membership Interests in accordance with the terms of this Article I shall be
      deemed to have been issued in full satisfaction of all rights pertaining to
      such
      Company Membership Interests under this Article I. If, after the Effective
      Time,
      certificates representing Company Membership Interests are presented to Key,
      Parent or Cay Surviving Entity for any reason, they shall be canceled and
      exchanged as provided in this Article I.

     

    (g) Parent’s
      ownership interest in Key Merger Sub shall be converted automatically into
      a
      100% membership interest in the Company. 

     

    1.7 Key
      Merger Consideration; Options and Warrants. At
      the
      Initial Effective Time, by virtue of the Key Merger and without any action
      on
      the part of Key, Parent, New Key Merger Sub or any holder of any shares of
      Key
      Common Stock:

     

    (a) All
      shares of Key Common Stock that are held by Key as treasury stock or that are
      owned by Key, New Key Merger Sub or any other Subsidiary of Key immediately
      prior to the Initial Effective Time shall cease to be outstanding and shall
      be
      cancelled and retired and shall cease to exist and no consideration shall be
      delivered in exchange therefor.

     

    (b) Each
      outstanding share of Key Common Stock issued and outstanding immediately prior
      to the Initial Effective Time shall be converted into the right to receive
      from
      Parent one fully paid and nonassessable share of Parent Stock (the “Key
      Merger Consideration”).
      All
      shares of Parent Stock issued pursuant to this Section 1.7(b) shall be duly
      authorized and validly issued and free of preemptive rights, with no personal
      liability attaching to the ownership thereof. Each option, warrant or other
      right to acquire Key Common Stock which is outstanding immediately prior to
      the
      Effective Time (whether vested or unvested) shall, as of the Initial Effective
      Time, cease to represent an option or warrant on, or other right to acquire,
      shares of Key Common Stock and shall instead represent the right to purchase
      a
      number of shares of Parent Stock equal to the number of shares of Key Common
      Stock subject to such option, warrant or other right immediately prior to the
      Initial Effective Time. The exercise price per share of Key Common Stock subject
      to any such option, warrant, units or other right at and after the Initial
      Effective Time shall be equal to the exercise price per share of Parent Stock
      subject to such option, warrant or other right prior to the Initial Effective
      Time.

     

    
      
         

      

      
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    (c) Each
      share of New Key Merger Sub common stock issued and outstanding immediately
      prior to the Effective Time shall be converted into one share of common stock
      of
      the Key Surviving Entity.

     

    (d) All
      of
      the shares of Key Common Stock converted into the right to receive Parent Stock
      pursuant to this Section 1.7 shall cease to be outstanding and shall be
      cancelled and retired and shall cease to exist and, as of the Initial Effective
      Time, the holders of Key Common Stock shall be deemed to have received shares
      of
      Parent Stock (without the requirement for the surrender of any certificate
      previously representing any such shares of Key Common Stock or issuance of
      new
      certificates representing Parent Stock), with each certificate representing
      shares of Key Common Stock prior to the Initial Effective Time being deemed
      to
      represent automatically an equivalent number of shares of Parent Stock and
      with
      each share of Key Common Stock represented by book-entry immediately prior
      to
      the Initial Effective Time being deemed to represent automatically one share
      of
      Parent Stock.

     

    (e) Immediately
      following the Effective Time, shares of the capital stock of Parent owned by
      the
      Key Surviving Entity shall be cancelled by Parent without payment
      therefor.

     

    1.8 Adjustments
      to Cay Merger Consideration.
      Notwithstanding any other provision of this Agreement, the Cay Merger
      Consideration shall be adjusted, at any time and from time to time, to fully
      reflect the effect of any stock split, reverse split, stock dividend (including,
      without limitation, any dividend or distribution of securities convertible
      into
      Parent Common Stock), reorganization, recapitalization or other like change
      with
      respect to Parent Common Stock, occurring prior to the Closing.

     

    1.9 No
      Fractional Shares.
      No
      certificate or scrip representing fractional shares of Parent Common Stock
      shall
      be issued as part of the Cay Merger Consideration, and such fractional share
      interests will not entitle the owner thereof to vote or to any other rights
      of a
      stockholder of Key or Parent. Notwithstanding any other provision of this
      Agreement, each holder of Company Membership Interests who would otherwise
      be
      entitled to receive a fraction of a share of Parent Common Stock (after taking
      into account all Company Membership Interests) shall receive from Parent, in
      lieu thereof, the next highest number of whole shares of Parent Common
      Stock.

     

    1.10 No
      Liability.
      Notwithstanding any other provision of this Agreement, none of Key, Parent,
      any
      Merger Sub or any Surviving Entity shall be liable to a Member for any shares
      of
      Key Common Stock or Parent Common Stock or any amount of cash properly paid
      to a
      public official pursuant to any applicable abandoned property, escheat or
      similar law.

     

    1.11 Taking
      of Necessary Action; Further Action.
      If, at
      any time and from time to time after the Effective Time, any further action
      is
      necessary or desirable to carry out the purposes of this Agreement and to vest
      in the Cay Surviving Entity full right, title and possession of all assets,
      properties, rights, privileges, powers and franchises of the Company and to
      vest
      in the Key Merger Sub Surviving Entity full right, title and possession of
      all
      assets, properties, rights, privileges, powers and franchises of Key and of
      New
      Key Merger Sub, the officers and directors of each Surviving Entity shall be
      and
      are fully authorized and directed, in the name of and on behalf of the Company
      and Key Merger Sub, on the one hand and Key and New Key Merger Sub on the other
      hand, to take, or cause to be taken, all such lawful and necessary action as
      is
      not inconsistent with this Agreement. 

     

    
      
         

      

      
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    1.12 Letter
      of Transmittal.
      As
      promptly as practicable before or after the Effective Time, Parent (or its
      designee or exchange agent) will send to each Member as set forth on
Schedule
      1.6(a)
      a letter
      of transmittal for use in enabling Parent to issue one or more certificates
      representing the prescribed number of shares of Parent Common Stock to which
      such Member may be entitled as determined in accordance with the provisions
      of
      this Agreement. Upon delivery of a duly executed letter of transmittal, such
      Member will be entitled to receive the portion of the Cay Merger Consideration
      to which such Member may be entitled (as determined in accordance with the
      provisions of this Agreement). It is intended that such letter of transmittal
      will contain provisions requiring each executing Member thereof to (a)
      acknowledge and agree to be bound by Sections 1.6 (Cay Merger Consideration)
      of
      this Agreement, (b) make representations and warranties with respect to
      ownership of the Company Membership Interests owned or held by such Member
      at
      that time, and (c) waive all appraisal or dissenter’s rights, in each case, in a
      form reasonably satisfactory to Key and as a condition precedent to Parent’s
      obligation to issue shares of Parent Common Stock to such Member. If any
      certificate representing shares of Parent Common Stock are to be issued in
      a
      name other than that as set forth in Schedule
      1.6(a),
      it
      shall be a condition that the person requesting such shall deliver to Parent
      (or
      its designee) all documents necessary to evidence and effect such transfer
      and
      pay to Parent (or its designee) any transfer or other taxes required by reason
      of such issuance or establish to the satisfaction of Parent (or its designee)
      that such tax has been paid or is not applicable.

     

    1.13 Escrow.
      (a) To
      provide for the indemnity obligations set forth in Article VII, the Escrow
      Shares shall be deposited in escrow (the “Escrow”). 
      The Escrow Shares shall be subject to the terms and conditions provided
      herein and the Escrow Agreement to be entered into at the Closing between
      Parent, Key, F. Dave Clark Irrevocable Trust under Agreement dated August 31,
      2004 (the “Clark Trust”), David Schwarz and Continental Stock Transfer and Trust
      Company (“Continental”)
      (or
      another escrow agent acceptable to the parties), as Escrow Agent, in
      substantially the form annexed hereto as Exhibit
      E
      (the
“Escrow
      Agreement”).
      

     

    (b) On
      the
      date that is twelve (12) months and one day subsequent to the Closing Date,
      only
      2,500,000 Escrow Shares, shall be retained in Escrow and the excess Escrow
      Shares shall be released from the Escrow and the Escrow Agent shall deliver
      such
      excess Escrow Shares to the Members, pro rata among them in accordance with
      the
      distribution of the Cay Merger Consideration as set forth on Schedule
      1.6(a).
      On the
      date that is eighteen (18) months subsequent to the Closing Date, pursuant
      to
      Article VII, the indemnity obligations of the Members shall terminate under
      this
      Agreement and any shares remaining in the Escrow Account shall be released
      from
      the Escrow and the Escrow Agent shall deliver the Escrow Shares to the Members,
      pro rata among them in accordance with the distribution of the Merger
      Consideration as set forth on Schedule
      1.6(a).
      Any
      Escrow Shares that are deposited in Escrow and are used to satisfy an
      indemnification obligation pursuant to Article VII shall be removed from the
      Escrow, shall cease to be Escrowed Shares and shall be returned to Key, at
      such
      time such shares shall be retired by Key. Notwithstanding anything set forth
      in
      this Section 1.13(d), the indemnification provisions of Article VII, and
      specifically Section 7.4, and the Escrow Agreement shall control any releases
      of
      Escrow Shares from Escrow to satisfy the Article VII indemnification obligations
      and the general operation and maintenance of such account. 

     

    
      
         

      

      
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    1.14 Rule
      145.
      All
      shares of Parent Common Stock issued pursuant to this Agreement to “affiliates”
of the Company listed on Schedule
      1.14
      will be
      subject to
      certain resale restrictions under Rule 145 promulgated under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”)
      and
      all certificates representing such shares shall bear an appropriate restrictive
      legend. At the Closing, Parent and
      the
      Members shall execute and deliver a Registration Rights Agreement in the form
      annexed hereto as Exhibit
      F
      with
      respect to registration of the shares of Parent
      Common
      Stock under the Securities Act (the “Registration
      Rights Agreement”).

     

    1.15 Member
      Matters.
      

     

    (a) Each
      Member, for itself only, represents and warrants as follows: (i) all Parent
      Common Stock to be acquired by such Member pursuant to this Agreement will
      be
      acquired for his, her or its account and not with a view towards distribution
      thereof other than, with respect to Members that are entities, transfers to
      its
      stockholders, partners or members; (ii) it understands that he, she or it must
      bear the economic risk of the investment in the Parent Common Stock, which
      cannot be sold by he, she or it unless it is registered under the Securities
      Act, or an exemption therefrom is available thereunder; (iii) he, she or it
      has
      had both the opportunity to ask questions and receive answers from the officers
      and directors of Key and all persons acting on Key’s behalf concerning the
      business and operations of Parent and Key and to obtain any additional
      information to the extent Key possesses or may possess such information or
      can
      acquire it without unreasonable effort or expense necessary to verify the
      accuracy of such information; and (iv) he, she or it has had access to the
      Key
      SEC Reports filed prior to the date of this Agreement. Each Member acknowledges,
      as to himself, herself or itself only, that (v) he, she or it is either (A)
      an
“accredited investor” as such term is defined in Rule 501(a) promulgated under
      the Securities Act, or (B) a person possessing sufficient knowledge and
      experience in financial and business matters to enable it to evaluate the merits
      and risks of an investment in Parent and Key; and (vi) he, she or it understands
      that the certificates representing the Parent Common Stock to be received by
      he,
      she or it may bear legends to the effect that the Parent Common Stock may not
      be
      transferred except upon compliance with (C) the registration requirements of
      the
      Securities Act (or an exemption therefrom), and (D) the provisions of this
      Agreement. Each Member that is an entity, for itself, represents, warrants
      and
      acknowledges, with respect to each holder of its equity interests, to the same
      effect as the foregoing provisions of this Section 1.15(a).

     

    (b) Each
      Member, for himself, herself or itself, represents and warrants that the
      execution and delivery of this Agreement by such Member does not, and the
      performance of his, her or its obligations hereunder will not, require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any court, administrative agency, commission, governmental or regulatory
      authority, domestic or foreign (a “Governmental
      Entity”),
      except (i) for applicable requirements, if any, of the Securities Act, the
      Securities Exchange Act of 1934, as amended (“Exchange
      Act”),
      state
      securities laws (“Blue
      Sky Laws”),
      and
      the rules and regulations thereunder, and (ii) where
      the
      failure to obtain such consents, approvals, authorizations or permits, or to
      make such filings or notifications, would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on such Member or
      the
      Company or, after the Closing, Parent,
      or
      prevent consummation of the Mergers
      or
      otherwise prevent the parties hereto from performing their obligations under
      this Agreement.

     

    
      
         

      

      
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    1.16 Committee
      for Purposes of Agreement.
      Prior
      to the Closing, the board
      of
      directors
      of
      Parent shall appoint a committee consisting of one of its then members to act
      on
      behalf of Parent to take all necessary actions and make all decisions pursuant
      to the Escrow Agreement regarding Parent’s right to indemnification pursuant to
      Article VII hereof. In the event of a vacancy in such committee, the
board
      of
      directors
      of
      Parent shall appoint as a successor a Person who was a director of Key prior
      to
      the Closing Date or some other Person who would qualify as an “independent”
director of Parent and who has not had any relationship with the Company prior
      to the Closing. Such committee is intended to be the “Committee”
      referred to in Article VII hereof and the Escrow Agreement.

     

    1.17 Earn-Out
      Shares 

     

    (a) As
      promptly as practicable after the end of the twelve (12) month period commencing
      on January 1, 2008 and ending on December 31, 2008 (the “2008
      Performance Period”),
      the
      twelve (12) month period commencing on January 1, 2009 and ending on December
      31, 2009 (the “2009
      Performance Period”)
      and
      the twelve (12) month period commencing on January 1, 2010 and ending on
      December 31, 2010 (the “2010
      Performance Period”)
      (the
      2008 Performance Period, 2009 Performance Period and 2010 Performance Period
      each, a “Performance
      Period”)
      but in
      no event later than 90 days thereafter, Parent will deliver or cause to be
      delivered to the Clark Trust and David Schwarz a statement for the
      applicable Performance Period (the “Net
      Income Statement”)
      setting forth the calculation of the net income (after taxes) of the Company
      for such Performance Period. The Net Income Statement shall
      be prepared using the audited financial statements of Parent and shall
      be final and binding on the parties. In order to facilitate the calculation
      of any Earn-Out Shares (as defined below) that may be delivered to the
      Clark Trust and David Schwarz, if any, pursuant to this Section
      1.17, Parent shall account for the Company and its Subsidiaries separately
      from
      other assets held and businesses conducted by Parent and its
      Affiliates during the applicable
      Performance Period. 

     

    (b) Earn-Out
      Shares, if any, shall be delivered to the Clark Trust and David Schwarz (pro
      rata among them in accordance with the distribution of the Cay Merger
      Consideration as set forth on Schedule
      1.6(a)) within
      fifteen (15) Business Days following the delivery of the applicable Net Income
      Statement, as provided in Schedule
      1.17
      hereto.  “Earn-Out
      Shares”
shall
      be calculated as set forth on Schedule 1.17 hereto.

     

    (c) The
      Net
      Income targets set forth on Schedule
      1.17 shall
      be appropriately adjusted pro rata to reflect any stock issuances on a
      time-weighted basis (for example, an issuance of shares of Parent Common
      Stock (excluding the Escrow Shares and shares of Parent Common Stock issued
      upon exercise of options and warrants) on January 1, 2008 representing 5% of
      the
      issued and outstanding shares of capital stock of Parent on a fully-diluted
      basis shall increase targeted Net Income by 5% and an issuance of shares of
      Parent Common Stock (excluding the Escrow Shares and shares of Parent
      Common Stock issued upon exercise of options and warrants) on July 1, 2008
      representing 5% of the issued and outstanding shares of capital stock of Parent
      on a fully-diluted basis shall increase targeted Net Income by 2.5%). Similarly,
      the number of Escrow Shares that are returned to Parent and the target
      stock prices used shall be appropriately adjusted for any stock splits, stock
      dividends, reorganizations and similar events.

     

    
      
         

      

      
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    1.18 Outstanding
      Company Derivative Securities.
      The
      Company shall, and shall cause its Subsidiaries to, arrange that the holders
      of
      all outstanding options, warrants and other derivative securities of the Company
      or any Subsidiary exercise such securities prior to the Effective Time. Such
      exercise may be made contingent upon the occurrence of the Closing and no Person
      shall have any right to acquire any ownership or other equity interest in the
      Company or any Subsidiary (other than Parent at Closing). 

     

    1.19 Transaction
      Structure.
      The
      parties may, with the approval of their respective boards of directors, at
      any
      time prior to October 1, change the method of effecting the combination of
      Parent and Cay contemplated hereby (including, without limitation, the
      provisions of this Article I). This Agreement and any related documents will
      be
      appropriately amended in order to reflect any such revised transaction.


     

    ARTICLE
      II 

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    Except
      as
      set forth in the disclosure schedule provided by the Company to Parent and
      Key
      on the date hereof, which (without limiting Parent and Key’s rights under
      Section 6.3(f) hereof) may be supplemented from time to time after the date
      hereof should any fact or condition require a change thereto (the “Company
      Disclosure Schedule”),
      the
      Company represents and warrants to Parent and Key that the statements contained
      in this Article II are true, complete and correct as of the date hereof and
      as
      of the Closing Date unless such representation or warranty is limited as to
      a
      specified date. Unless otherwise noted, all references to the Company and its
      Subsidiaries in this Article II shall mean the Company on an as reorganized
      basis as such reorganization is set forth on Schedule
      2.2(a)
      hereto.
      The Company Disclosure Schedule shall be arranged in paragraphs corresponding
      to
      the numbered and lettered paragraphs contained in this Article II. As used
      in
      this Agreement, a “Company
      Material Adverse Effect”
(or
      a
      Material Adverse Effect relating to the Company) shall
      mean
      any
      change, event or effect that is materially adverse to the business, assets
      (including, without limitation, intangible assets), financial condition, results
      of operations of the Company or any of its Subsidiaries, taken as a whole.
      A
“Project
      Material Adverse Effect”
shall
      mean any change, event or effect that is materially adverse to the business,
      assets (including without limitation intangible assets) financial condition
      or
      results of operations of any individual Material Project. Notwithstanding the
      foregoing, “Company
      Material Adverse Effect”
and
      “Project
      Material Adverse Effect”
shall
      not include events caused by general economic conditions (but shall include
      economic conditions applicable solely or principally to the hospitality or
      resort industries or to locations in which the Company and its Subsidiaries
      operate). The following projects shall constitute “Material
      Projects”:
      Orlando, Sandpiper, Bayshore, Crested Butte, Boca Chica, Clearwater, Marathon,
      Las Vegas, Sarasota, Tavernier and Islemorada. “Optioned
      Property Provider”
shall
      mean the entities set forth on Schedule
      2.15(c)
      attached
      hereto. The following projects shall constitute the “Optioned
      Property Projects”:
      (a)
      Bayshore, Clearwater, Orlando, Islemorada, Marathon, Sombrero, Sarasota and
      Tavernier and (b) if the Closing is consummated for an Optioned Property
      Provider, the owner of an Optioned Property Provider or any affiliate thereof
      to
      acquire any of the following properties then: Sandpiper and/or Crested Butte.
      If
      an exception is adequately disclosed in any one section of the Company
      Disclosure Schedules, it should be deemed disclosed for purposes of each other
      section of the Company Disclosure Schedules where it is reasonably apparent
      that
      such exception is applicable. 

     

    
      
         

      

      
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    2.1 Organization
      and Qualification.
      (a) The
      Company is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Florida, and is qualified to do
      business in Florida and all other jurisdictions where the character of the
      properties and other assets owned, leased or operated by it, or the nature
      of
      its activities, makes such qualification or licensing necessary, except where
      the failure to be so qualified, licensed or in good standing, individually
      or in
      the aggregate, has not had and would not be expected to have a Company Material
      Adverse Effect. The Company is in possession of all franchises, grants,
      authorizations, licenses, permits, easements, consents, certificates, approvals
      and orders (“Approvals”)
      necessary to own, lease and operate the properties it purports to own, operate
      or lease and to carry on its business as it is now being conducted, except
      where
      the failure to have such Approvals could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on the Company. The
      Company has delivered to Parent true, complete and correct copies of its
      Certificate of Formation and operating agreement of the Company (the
“Operating
      Agreement”),
      each
      as amended to date. The Company is not in default under or in violation of
      any
      provision of its Certificate of Formation or Operating Agreement.

     

    (b) The
      minute books of the Company contain true, complete and accurate records of
      all
      meetings and consents in lieu of meetings of its board
      of
      directors
      or
      Managers, if applicable (and any committees thereof), similar governing bodies
      and Members (“Corporate
      Records”)
      since
      January 1, 2004. Copies of such Corporate Records of the Company have been
      heretofore made available to Parent’s counsel.

     

    (c) The
      transfer and ownership records of the Company contain true, complete and
      accurate records of the securities ownership as of the date of such records
      and
      the transfers involving the Company Membership Interests and other securities
      of
      the Company since January 1, 2004. Copies of such records of the Company have
      been heretofore made available to Parent or Parent’s counsel.

     

    2.2 Subsidiaries.
      

     

    (a) Schedule
      2.2(a)
      sets
      forth a complete and correct list of each Subsidiary of the Company and of
      all
      jurisdictions in which the Company or any such Subsidiary is qualified or
      licensed to do business. Attached to Schedule
      2.2(a)
      is an
      organizational chart of the Company and its Subsidiaries. For purposes of this
      Agreement, the term “Subsidiary”
      shall
      mean,
      with
      respect to any Person, any corporation or other organization, whether
      incorporated or unincorporated, of which: (i) such Person (or any other
      Subsidiary of such Person) is a general partner (excluding partnerships, the
      general partnerships of which held by such Person or Subsidiary of such Person
      do not have a majority of the voting interest of such partnership); or (ii)
      at
      least a majority of the securities or other equity interests having by their
      terms ordinary voting power to elect a majority of the board
      of
      directors
      or
      others performing similar functions with respect to such corporation or other
      organization, is directly or indirectly owned or controlled by such Person
      or by
      any one or more of its Subsidiaries, or by such Person and one or more of its
      Subsidiaries. Except for the Subsidiaries set forth on Schedule
      2.2(a),
      the
      Company does not own, directly or indirectly, any ownership, equity, profits
      or
      voting interest in any Person or have any agreement or commitment to purchase
      any such interest, and has not agreed and is not obligated to make nor is bound
      by any written, oral or other agreement, contract, subcontract, lease, binding
      understanding, instrument, note, option, warranty, purchase order, license,
      sublicense, insurance policy, benefit plan, commitment or undertaking of any
      nature, as of the date hereof or as may hereafter be in effect under which
      it
      may become obligated to make, any future investment in or capital contribution
      to any other entity.

     

    
      
         

      

      
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    (b) Each
      Subsidiary that is a corporation is duly incorporated, validly existing and
      in
      good standing under the laws of its state of incorporation
      (as listed on Schedule
      2.2(a))
      and has
      the requisite corporate power and authority to own, lease and operate its assets
      and properties and to carry on its business as it is now being or currently
      planned by the Company to be conducted. Each Subsidiary that is a limited
      liability company is duly organized or formed, validly existing and in good
      standing under the laws of its state of organization or formation (as listed
      on
Schedule
      2.2(a))
      and has
      the requisite power and authority to own, lease and operate its assets and
      properties and to carry on its business as it is now being conducted by the
      Company. Each Subsidiary is in possession of all Approvals necessary to own,
      lease and operate the properties it purports to own, operate or lease and to
      carry on its business as it is now being or currently planned by the Company
      to
      be conducted, except where the failure to have such Approvals could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect on the Company or such Subsidiary. Complete and correct copies
      of
      the certificate of incorporation and by-laws (or other comparable governing
      instruments with different names) (collectively referred to herein as
“Charter
      Documents”)
      of
      each Subsidiary, as amended and currently in effect, have been heretofore
      delivered or made available to Parent
      or
      Parent’s
      counsel. No Subsidiary is in violation of any of the provisions of its Charter
      Documents.

     

    (c) Each
      Subsidiary is duly qualified or licensed to do business as a foreign corporation
      or foreign limited liability company and is in good standing in each
      jurisdiction where the character of the properties owned, leased or operated
      by
      it or the nature of its activities makes such qualification or licensing
      necessary, except for such failures to be so duly qualified or licensed and
      in
      good standing that could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect on the Company or such Subsidiary.
      Each jurisdiction in which each Subsidiary is so qualified or licensed is listed
      in Schedule
      2.2(a).

     

    (d) The
      minute books of each Subsidiary contain true, complete and accurate records
      of
      all meetings and consents in lieu of meetings of its board
      of
      directors
      (and any
      committees thereof), similar governing bodies and stockholders since January
      1,
      2004. Copies of the Corporate Records of each Subsidiary have been heretofore
      made available to Parent or Parent’s counsel.

     

    2.3 Capitalization.
      (a) All
      of the Company Membership Interests held by the Members of the Company are
      as
      reflected on Schedule
      1.6(a).

     

    
      
         

      

      
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    (b) As
      of the
      date hereof, there are no shares of voting or non-voting capital stock, equity
      interests, percentage interests or other securities of the Company authorized,
      issued, reserved for issuance or otherwise outstanding. Schedule
      1.6(a)
      sets
      forth a true, complete and correct list of all holders of Company Membership
      Interests indicating the percentage of Company Membership Interests held by
      each
      of them. The Company has entered into an agreement with an Optioned Property
      Provider (the “Optioned
      Property Agreement”).
      A
      true, correct and complete copy of the Optioned Property Agreement has been
      provided to Parent. The Company may amend the Optioned Property Agreement
      provided that the amended agreement preserves the economic substance of the
      original agreement prior to the amendment.

     

    (c) Schedule
      1.6(a)
      also
      sets forth a true, complete and correct list of the holders of all Company
      Options and Company Warrants, including: (i) the number and class of Company
      Membership Interests subject to each such Company Option or Company Warrant;
      (ii) the date of grant; (iii) the exercise price; (iv) the date of grant, the
      vesting schedule, as applicable, and expiration date; and (v) any other material
      terms, including, without limitation, any terms regarding the acceleration
      of
      vesting. At Closing, no such derivative securities will be
      outstanding.

     

    (d) All
      outstanding Company Membership Interests are, and all membership interests
      which
      may be issued pursuant to the Company Options and Company Warrants, will be,
      when issued against payment therefore in accordance with the terms thereof,
      duly
      authorized, validly issued, fully paid and non-assessable, and not subject
      to,
      or issued in violation of, any kind of preemptive, subscription or of similar
      rights, and were or will be issued in compliance in all material respects with
      all applicable federal and state securities laws. 

     

    (e) There
      are
      no outstanding obligations of the Company to repurchase, redeem or otherwise
      acquire any shares of capital stock (or options to acquire any such shares),
      membership interests, percentage interests or other security or equity interests
      of the Company or to cause the Company or its Subsidiaries to file a
      registration statement under the Securities Act, or which otherwise relate
      to
      the registration of any securities of the Company or its
      Subsidiaries.

     

    (f) Except
      as
      disclosed in Schedule
      1.6(a),
      there
      are no bonds, debentures, notes or other indebtedness of the Company having
      the
      right to vote (or convertible into securities having the right to vote) on
      any
      matters on which the Company’s members may vote. Except as described in
      subsection (c) above, there are no outstanding securities, options, warrants,
      calls, rights, commitments, agreements, arrangements or undertakings of any
      kind
      (contingent or otherwise) to which the Company is a party or bound obligating
      the Company to issue, deliver or sell, or cause to be issued, delivered or
      sold,
      membership interests, percentage interests or other voting securities of the
      Company or obligating the Company to issue, grant, extend or enter into any
      agreement to issue, grant or extend any security, option, warrant, call, right,
      commitment, agreement, arrangement or undertaking. The Company is not subject
      to
      any obligation or requirement to provide funds for or to make any investment
      (in
      the form of a loan or capital contribution) to or in any Person.

     

    (g) There
      are
      no voting trusts, proxies or other agreements, arrangements, commitments or
      understandings of any character to which the Company or its Subsidiaries or,
      to
      the Knowledge of the Company, any of the Company’s members, is a party or by
      which any of them is bound with respect to the issuance, holding, acquisition,
      voting or disposition of any shares of capital stock, membership interests,
      percentage interests or other security or equity interests of the
      Company.

     

    
      
         

      

      
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    (h) The
      authorized and outstanding capital stock or membership interests of each
      Subsidiary are set forth in Schedule
      2.2(a)
      hereto.
      Except as set forth on Schedule
      2.2(a),
      all of
      the outstanding shares or membership interests of the Company's wholly owned,
      direct or indirect, Subsidiaries (and all of the shares or membership interests
      of non-wholly owned Subsidiaries owned, directly or indirectly, by the Company)
      are owned, directly or indirectly, by the Company, free and clear of any Liens,
      charges, pledges, security interests, mortgages, claims, encumbrances, options
      or rights of first refusal. All of the outstanding shares of capital stock
      or
      membership interests of each of such Subsidiaries owned by the Company have
      been
      duly authorized and validly issued and are fully paid, non-assessable and free
      of preemptive or similar rights. Except as contemplated by the Mergers, there
      are no warrants, options, agreements, call rights, conversion rights, exchange
      rights, preemptive rights or other rights or commitments or understandings
      relating to the issuance, sale, delivery, pledge, transfer, redemption or other
      disposition by the Company or its Subsidiaries (including any right of
      conversion or exchange under any outstanding security or other instrument)
      of
      the capital stock or membership interests of any of the Company's Subsidiaries.
      None of the Subsidiaries owns any stock or membership interests of the
      Company.

     

    2.4 Authority
      Relative to this Agreement.
      The
      Company has all necessary corporate power and authority to execute and deliver
      this Agreement and to perform its obligations hereunder and to consummate the
      transactions contemplated hereby (including the Mergers). The execution and
      delivery of this Agreement and the consummation by the Company of the
      transactions contemplated hereby (including the Mergers) have been duly and
      validly authorized by all necessary action on the part of the Company (including
      the approval by its Members, subject in all cases to the satisfaction of the
      terms and conditions of this Agreement, including the conditions set forth
      in
      Article VI), and no other corporate proceedings on the part of the Company
      are
      necessary to authorize this Agreement or to consummate the transactions
      contemplated hereby pursuant to the Florida Act and the terms and conditions
      of
      this Agreement. The Mergers and the adoption of this Agreement have been
      approved by the affirmative vote of all of the holders of the Company Membership
      Interests in accordance with the Florida Act and the Operating Agreement (the
      “Requisite
      Member Approval”).
      This
      Agreement has been duly and validly executed and delivered by the Company and,
      assuming the due authorization, execution and delivery thereof by the other
      parties hereto, constitutes the legal and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, except as may
      be
      limited by bankruptcy, insolvency, reorganization or other similar laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity.

     

    2.5 No
      Conflict; Required Filings and Consents.
      (a) The
      execution and delivery of this Agreement by the Company do not, and the
      performance of this Agreement by the Company shall not, (i) conflict with or
      violate the Company’s Certificate of Formation or Operating Agreement, (ii)
      conflict with or violate any Legal Requirements (as defined in Section 10.2(a)),
      (iii) result in any breach of, or constitute a default (or an event that with
      notice or lapse of time or both would become a default) under, or materially
      impair the Company’s rights or alter the rights or obligations of any third
      party under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, or result in the creation of a lien or
      encumbrance on any of the properties or assets of the Company pursuant to,
      any
      Material Company Contracts or (iv) result in the triggering, acceleration or
      increase of any payment to any Person pursuant to any Company Contract,
      including any “change in control” or similar provision of any Company Contract,
      except, with respect to clauses (ii), (iii) or (iv), for any such conflicts,
      violations, breaches, defaults, triggerings, accelerations, increases or other
      occurrences that would not, individually and in the aggregate, have a Material
      Adverse Effect on the Company.

     

    
      
         

      

      
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    (b) The
      execution and delivery of this Agreement by the Company does not, and the
      performance of its obligations hereunder will not, require any consent,
      approval, authorization or permit of, or filing with or notification to, any
      Governmental Entity, except: (i) as set forth in this Agreement, (ii) for the
      filing of any notifications required under the Hart-Scott-Rodino Antitrust
      Improvements Act of 1976, as amended (the “HSR
      Act”)
      and
      the expiration of the required waiting period thereunder, and (iii) where the
      failure to obtain such consents, approvals, authorizations or permits, or to
      make such filings or notifications, would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on the Company or,
      after the Closing, Parent, or prevent consummation of the Mergers or otherwise
      prevent the parties hereto from performing their obligations under this
      Agreement.

     

    2.6 Compliance
      with Laws.
      To the
      Knowledge of the Company, the Company and its Subsidiaries are in compliance
      in
      all respects with all Legal Requirements, except for instances of possible
      noncompliance that individually or in the aggregate would not reasonably be
      expected to have a Company Material Adverse Effect or a Project Material Adverse
      Effect. No written notice, charge, claim, action or assertion has been received
      by the Company or any of its Subsidiaries (and the Company has no Knowledge
      of
      any such written notice delivered to any Person) and, to the Company's
      Knowledge, no written notice, charge, claim, action has been filed, commenced
      or
      threatened against the Company or any of its Subsidiaries or any portion of
      the
      Owned Real Property or any of the Optioned Property Projects alleging any
      violation of any Legal Requirements, except for instances of possible
      noncompliance that individually or in the aggregate would not reasonably be
      expected to have a Company Material Adverse Effect or a Project Material Adverse
      Effect. The parties hereto acknowledge that the Company is or may be in the
      process of renovating various Owned Real Property and Optioned Property Projects
      which will require compliance with respect to certain Legal Requirements and
      the
      Company and/or the applicable Subsidiary agree to use commercially reasonable
      best efforts from and after the date hereof to be in compliance with such Legal
      Requirements, it being agreed by Company and any such Subsidiary that any
      possible noncompliance with respect to such Legal Requirements as of the Closing
      shall not individually or in the aggregate be reasonably expected to have a
      Company Material Adverse Effect or a Project Material Adverse
      Effect.

     

    2.7 Material
      Permits.
      

     

    (a) To
      the
      Knowledge of the Company, the Company and its Subsidiaries as the case may
      be,
      have all material
      federal, state, local and foreign governmental licenses, permits, franchises,
      approvals and authorizations (the “Material
      Permits”)
      necessary for the Company, or the Subsidiaries as the case may be, to operate
      its business as presently conducted as of the date of this Agreement and as
      presently planned to be conducted except for
      Material Permits that individually or in the aggregate would not reasonably
      be
      expected to have a Company Material Adverse Effect or a Project Material Adverse
      Effect.
      The
      parties hereto acknowledge that the Company is or may be in the process of
      renovating various Owned Real Property which will require obtaining and comply
      with certain Material Permits and the Company and/or the applicable Subsidiary
      agree to use commercially reasonable best efforts from and after the date hereof
      to obtain and complying with such Material Permits as and when required by
      such
      Legal Requirements, it being agreed by Company and any such Subsidiary that
      any
      failure to obtain any such Material Permits as of the Closing shall not
      individually or in the aggregate be reasonably expected to have a Company
      Material Adverse Effect or a Project Material Adverse Effect.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (b) To
      the
      Knowledge of the Company, neither the Company nor the Subsidiaries have received
      any written notice from any governmental agency that they are not in compliance
      in all material respects with the terms and conditions of the Material
      Permits.

     

    (c) Each
      Material Permit is in full force and effect and neither the Company nor any
      Subsidiary have received written notification of any action, proceeding,
      revocation proceeding, amendment procedure, writ, injunction or claim that
      is
      pending or, to the Knowledge of the Company, threatened, which seeks to revoke
      or limit any Material Permit.

     

    (d) To
      the
      Knowledge of the Company, the rights and benefits of each Material Permit will
      be available to the Company and the Subsidiaries immediately after the Closing
      on terms substantially identical to those enjoyed by the Company and the
      Subsidiaries immediately prior to the Closing.

     

    2.8 Financial
      Statements.
      (a) The
      Company has provided to Parent a correct and complete copy of the unaudited
      combined financial statements (including any related notes thereto) of the
      Company and its Subsidiaries for the fiscal year ended December 31, 2006 (the
      “Unaudited
      Financial Statements”)
      and
      audited consolidated financial statements (including any related notes thereto)
      of the Company and its Subsidiaries for the fiscal years ended December 31,
      2005 and December 31, 2004 (the “Audited
      Financial Statements”).
      The
      Audited Financial Statements have been prepared in accordance with generally
      accepted accounting principles of the United States (“U.S.
      GAAP”)
      applied on a consistent basis throughout the periods involved (except as may
      be
      indicated in the notes thereto), and each will fairly present in all material
      respects the financial position of the Company and its Subsidiaries at the
      respective dates thereof and the results of their respective operations and
      cash
      flows for the periods indicated. The Unaudited Financial Statements comply
      as to
      form in all material respects, and were prepared in accordance with, U.S. GAAP
      applied on a consistent basis throughout the periods involved (except as may
      be
      indicated in the notes thereto), and fairly present in all material respects
      the
      financial position of the Company and its Subsidiaries at the date thereof
      and
      the results of their respective operations and cash flows for the period
      indicated, except that such statements do not contain notes and are subject
      to
      normal adjustments that are not expected to have a Material Adverse Effect
      on
      the Company.

     

    (b) Since
      January 1, 2004, the books of account, minute books, stock certificate books
      and
      stock transfer ledgers and other similar books and records
      of the Company and its Subsidiaries have been maintained in accordance with
      good
      business practice, are complete and correct in all material respects and there
      have been no material transactions that are required to be set forth therein
      and
      which are not so set forth. 

     

    
      
         

      

      
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    (c) Except
      as
      otherwise noted in the Audited Financial Statements or the Unaudited Financial
      Statements, the accounts and notes receivable of the Company and its
      Subsidiaries reflected on the balance sheets included in the Audited Financial
      Statements and the Unaudited Financial Statements (i) arose from bona fide
      transactions in the ordinary course of business and are payable on ordinary
      trade terms, (ii) are legal, valid and binding obligations of the respective
      debtors enforceable in accordance with their terms, except as such may be
      limited by bankruptcy, insolvency, reorganization, or other similar laws
      affecting creditors’ rights generally, and by general equitable principles,
      (iii) are not subject to any valid set-off or counterclaim except to the extent
      set forth in such balance sheet contained therein, and (iv) are not the subject
      of any actions or proceedings brought by or on behalf of the Company or its
      Subsidiaries.

     

    2.9 No
      Undisclosed Liabilities.
      To the
      Knowledge of the Company, neither the Company nor any of its Subsidiaries has
      any liabilities (absolute, accrued, contingent or otherwise) of a nature
      required to be disclosed on a balance sheet or in the related notes to the
      Unaudited Financial Statements which are, individually or in the aggregate,
      material to the business, results of operations or financial condition of the
      Company, except: (i) liabilities provided for in or otherwise disclosed in
      the
      balance sheet included in the Unaudited Financial Statements, and (ii) such
      liabilities arising in the ordinary course of business and consistent with
      past
      practice since December 31, 2006.

     

    2.10 Absence
      of Certain Changes or Events.
      Except
      as set forth on Schedule
      2.10 or
      otherwise set forth in this Agreement, since December 31, 2006, the Company
      and
      its Subsidiaries have conducted their respective businesses only in the ordinary
      course of business consistent with past practice, and there has not been: (i)
      any action, event or occurrence which has had, or to the Knowledge of the
      Company could reasonably be expected to result in, a Company Material Adverse
      Effect; or (ii) any action, event or occurrence which has had a loss or
      liability to the Company or any of its Subsidiaries in excess of $250,000 or
      where all such matters aggregate more than $1,000,000; or (iii) any other
      action, event or occurrence that would have required the consent of Parent
      pursuant to Section 4.1 had such action, event or occurrence taken place after
      the execution and delivery of this Agreement.

     

    2.11 Litigation.
      There
      are no claims, suits, actions or proceedings pending or, to the Knowledge of
      the
      Company, threatened against the Company or any of its Subsidiaries, before
      any
      court, governmental department, commission, agency, instrumentality or
      authority, or any arbitrator that seeks to restrain or enjoin the consummation
      of the transactions contemplated by this Agreement or which could reasonably
      be
      expected, either singularly or in the aggregate with all such claims, actions
      or
      proceedings, to have a Material Adverse Effect on the Company, have a Project
      Material Adverse Effect or have a Material Adverse Effect on the ability of
      the
      parties hereto to consummate the Mergers.

     

    2.12 Employee
      Benefit Plans and Compensation.
      

     

    (a) Definitions.
      With the exception of the definition of “Affiliate” set forth in this Section
      2.12(a) below (which definition shall apply only to this Section 2.12(a)),
      for
      purposes of this Agreement, the following terms shall have the following
      respective meanings:

     

    
      
         

      

      
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    “Affiliate”
shall
      mean any other person or entity under common control with the Company within
      the
      meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations
      issued thereunder.

     

    “Company
      Employee Plan”
shall
      mean any plan, program, policy, practice, contract, agreement or other
      arrangement providing for compensation, severance, termination pay, deferred
      compensation, performance awards, stock or stock-related awards, fringe benefits
      or other employee benefits or remuneration of any kind, whether written,
      unwritten or otherwise, funded or unfunded, including without limitation, each
      “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or
      has been maintained, contributed to, or required to be contributed to, by the
      Company or any Affiliate for the benefit of any Employee, or with respect to
      which the Company or any Affiliate has or may have any liability or obligation
      and any International Employee Plan.

     

    “COBRA”
shall
      mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended.

     

    “DOL”
shall
      mean the United States Department of Labor.

     

    “Employee”
shall
      mean any current, former or rehired employee, consultant, officer or director
      of
      the Company or any Affiliate.

     

    “Employee
      Agreement”
shall
      mean each employment, consulting or similar agreement, each agreement providing
      for severance, relocation, repatriation, expatriation or similar agreement
      (including, without limitation, any offer letter) between the Company or any
      Affiliate and any Employee. 

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “FMLA”
shall
      mean the Family Medical Leave Act of 1993, as amended.

     

    “HIPAA”
shall
      mean the Health Insurance Portability and Accountability Act of 1996, as
      amended.

     

    “International
      Employee Plan”
shall
      mean each Company Employee Plan or Employee Agreement that has been adopted
      or
      maintained by the Company or any Affiliate, whether formally or informally
      or
      with respect to which the Company or any Affiliate will or may have any
      liability with respect to Employees who perform services outside the United
      States.

     

    “IRS”
shall
      mean the United States Internal Revenue Service.

     

    
      
         

      

      
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    “Pension
      Plan”
shall
      mean each Company Employee Plan that is an “employee pension benefit plan,”
within the meaning of Section 3(2) of ERISA.

     

    (b) Schedule
      2.12(b)
      of the
      Company Disclosure Schedules sets forth a complete and accurate list of each
      Company Employee Plan and Employee Agreement. The Company has not made any
      plan
      or commitment to establish any new Company Employee Plan or Employee Agreement,
      to modify any Company Employee Plan or Employee Agreement (except to the extent
      required by law or to conform any such Company Employee Plan or Employee
      Agreement to the requirements of any applicable law, or as required by this
      Agreement), or to enter into any Company Employee Plan or Employee Agreement,
      nor does it have any intention or commitment to do any of the foregoing. The
      Company has previously made available to Parent a true and complete table
      setting forth the name, position and salary of each employee of the
      Company.

     

    (c) Documents.
      The
      Company has provided to Parent: (i) correct and complete copies of all documents
      embodying each Company Employee Plan and each Employee Agreement including,
      without limitation, all amendments thereto and written interpretations thereof
      and all related trust documents; (ii) the three (3) most recent annual reports
      (Form Series 5500 and all schedules and financial statements attached thereto),
      if any, filed pursuant to ERISA or the Code in connection with each Company
      Employee Plan; (iii) if the Company Employee Plan is funded, the most recent
      annual and periodic accounting of Company Employee Plan assets; (iv) the most
      recent summary plan description together with the summary(ies) of material
      modifications thereto, if any, required under ERISA with respect to each Company
      Employee Plan; (v) all material written agreements and contracts relating to
      each Company Employee Plan, including, without limitation, administrative
      service agreements and group insurance contracts; (vi) all communications from
      the Company within the prior three (3) years material to any Employee or
      Employees relating to any Company Employee Plan and any proposed Company
      Employee Plan, in each case, relating to any amendments, terminations,
      establishments, increases or decreases in benefits, acceleration of payments
      or
      vesting schedules or other events which would result in any liability to the
      Company; (vii) all correspondence to or from any governmental agency relating
      to
      any Company Employee Plan within the prior three (3) years; (viii) all material
      COBRA forms and related notices; (ix) all policies pertaining to fiduciary
      liability insurance covering the fiduciaries for each Company Employee Plan;
      (x)
      all discrimination tests for each Company Employee Plan for the three (3) most
      recent plan years; and (xi) the most recent IRS determination or opinion letter
      issued with respect to each Company Employee Plan.

     

    (d) Employee
      Plan Compliance.
      The
      Company has performed all obligations required to be performed by it under,
      is
      not in default or violation of, and has no Knowledge of any default or violation
      by any other party to, any Company Employee Plan, and each Company Employee
      Plan
      has been established and maintained in accordance with its material terms and
      in
      compliance, in all material respects, with all applicable laws, statutes,
      orders, rules and regulations, including but not limited to ERISA or the Code.
      Any Company Employee Plan intended to be qualified under Section 401(a) of
      the
      Code and any trust intended to qualify under Section 501(a) of the Code has
      obtained a favorable determination letter (or opinion letter, if applicable)
      as
      to its qualified status under the Code or is entitled to rely on a prototype
      plan sponsor’s determination letter pursuant to IRS pronouncements. No
“prohibited transaction,” within the meaning of Section 4975 of the Code or
      Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of
      ERISA, has occurred with respect to any Company Employee Plan. There are no
      actions, suits or claims pending which have been served on the Company or,
      to
      the Knowledge of the Company, otherwise pending or threatened or reasonably
      anticipated (other than routine claims for benefits) against any Company
      Employee Plan or against the assets of any Company Employee Plan. Each Company
      Employee Plan can be amended, terminated or otherwise discontinued after the
      Effective Time in accordance with its terms, without liability to Key, Parent,
      the Company or any Affiliate (other than accrued benefits and ordinary
      administration expenses). There are no audits, inquiries or proceedings pending
      or, to the Knowledge of the Company or any Affiliates, threatened by the IRS,
      DOL, or any other Governmental Entity with respect to any Company Employee
      Plan.
      Neither the Company nor any Affiliate is subject to any penalty or tax with
      respect to any Company Employee Plan under Section 402(i) of ERISA or Sections
      4975 through 4980 of the Code. The Company has made all contributions and other
      payments required by and due under the terms of each Company Employee
      Plan.

     

    
      
         

      

      
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    (e) No
      Pension Plan.
      Neither
      the Company nor any Affiliate has ever maintained, established, sponsored,
      participated in, or contributed to, any Pension Plan that is subject to Title
      IV
      of ERISA or Section 412 of the Code.

     

    (f) No
      Self-Insured Plan.
      Neither
      the Company nor any Affiliate has ever maintained, established sponsored,
      participated in or contributed to any self-insured plan that provides
      healthcare, life, disability or other welfare benefits to employees (including,
      without limitation, any such plan pursuant to which a stop-loss policy or
      contract applies).

     

    (g) Collectively
      Bargained, Multiemployer and Multiple-Employer Plan.
      At no
      time has the Company or any Affiliate contributed to or been obligated to
      contribute to any multiemployer plan, as defined in Section 414(f) of the Code
      and Section 3(37) of ERISA. Neither the Company nor any Affiliate has at any
      time ever maintained, established, sponsored, participated in or contributed
      to
      any multiple employer plan or to any plan described in Section 413 of the
      Code.

     

    (h) No
      Post-Employment Obligations.
      No
      Company Employee Plan or Employment Arrangement provides, or reflects or
      represents any liability to provide, retiree life insurance, retiree health
      or
      other retiree employee welfare benefits to any person for any reason, except
      as
      may be required by COBRA or other applicable statute, and the Company has not
      represented, promised or contracted (whether in oral or written form) to any
      Employee (either individually or to Employees as a group) or any other person
      that such Employee(s) or other person would be provided with retiree life
      insurance, retiree health or other retiree employee welfare benefits, except
      to
      the extent required by statute.

     

    (i) COBRA;
      FMLA; HIPAA.
      The
      Company and each Affiliate has, prior to the Effective Time, complied, in all
      material respects, with COBRA, FMLA, HIPAA, the Women’s Health and Cancer Rights
      Act of 1998, the Newborns’ and Mothers’ Health Protection Act of 1996, and any
      similar provisions of state law applicable to its Employees. The Company does
      not have unsatisfied obligations to any Employees or qualified beneficiaries
      pursuant to COBRA, HIPAA or any state law governing health care coverage or
      extension.

     

    (j) Effect
      of Transaction.
      The
      execution of this Agreement and the consummation of the transactions
      contemplated hereby will not (either alone or upon the occurrence of any
      additional or subsequent events) constitute an event under any Company Employee
      Plan, Employee Agreement, trust or loan that will or may result in any payment
      (whether of severance pay or otherwise), acceleration, forgiveness of
      indebtedness, vesting, distribution, increase in benefits or obligation to
      fund
      benefits or be deemed a “parachute payment” under Section 280G of the Code with
      respect to any Employee. 

     

    
      
         

      

      
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    (k) Employment
      Matters.
      The
      Company: (i) to the Knowledge of the Company, it is in compliance, in all
      material respects, with all applicable foreign, federal, state and local laws,
      rules and regulations respecting employment, employment practices, terms and
      conditions of employment, termination of employment, employee safety and wages
      and hours, and in each case, with respect to Employees; (ii) has withheld and
      reported all amounts required by law or by agreement to be withheld and reported
      with respect to wages, salaries and other payments to Employees; (iii) to the
      Knowledge of the Company is not liable for any arrears of wages, severance
      pay
      or any taxes or any penalty for failure to comply with any of the foregoing;
      and
      (iv) to the Knowledge of the Company is not liable for any payment to any trust
      or other fund governed by or maintained by or on behalf of any governmental
      authority, with respect to unemployment compensation benefits, social security
      or other benefits or obligations for Employees (other than routine payments
      to
      be made in the normal course of business and consistent with past practice).
      There are no action, suits, claims or administrative matters pending which
      have
      been served on the Company, or to the Company’s Knowledge, otherwise pending or
      threatened or reasonably anticipated against the Company or any of its Employees
      relating to any Employee, Employee Agreement or Company Employee Plan. There
      are
      no pending, which have been served on the Company, or to the Company’s
      Knowledge, otherwise pending or threatened or reasonably anticipated claims
      or
      actions against Company, any Company trustee under any worker’s compensation
      policy. To the Company’s Knowledge, no employee of the Company has violated any
      employment contract, nondisclosure agreement, non-competition or
      non-solicitation agreement by which such employee is bound due to such employee
      being employed by the Company and disclosing to the Company or using trade
      secrets or proprietary information of any other person or entity. The services
      provided by each of the Company’s and its Affiliate’s Employees is terminable at
      the will of the Company and its Affiliates and any such termination would result
      in no liability to the Company or any Affiliate.  

     

    (l) No
      Interference or Conflict.
      To the
      Knowledge of the Company, no officer, Employee or consultant of the Company
      is
      obligated under any contract or agreement, subject to any judgment, decree,
      or
      order of any court or administrative agency that would interfere with such
      person’s efforts to promote the interests of the Company or that would interfere
      with the Company’s business. Neither the execution nor delivery of this
      Agreement, nor the carrying on of the Company’s business as presently conducted
      or proposed to be conducted nor any activity of such officers, Employees or
      consultants in connection with the carrying on of the Company’s business as
      presently conducted or currently proposed to be conducted will, to the Knowledge
      of the Company, conflict with or result in a breach of the terms, conditions,
      or
      provisions of, or constitute a default under, any contract or agreement under
      which any of such officers, Employees, or consultants is now bound.

     

    
      
         

      

      
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    (m) International
      Employee Plan.
      Neither
      the Company nor any Affiliate currently or has it ever had the obligation to
      maintain, establish, sponsor, participate in, be bound by or contribute to
      any
      International Employee Plan.

     

    2.13 Labor
      Matters.
      Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or other labor union contract applicable to persons employed by the
      Company
      or any of its Subsidiaries nor does the Company have Knowledge of any activities
      or proceedings of any labor union to organize any such employees.

     

    2.14 Restrictions
      on Business Activities.
      To the
      Company’s Knowledge, there is no agreement, commitment, judgment, injunction,
      order or decree binding upon the Company or any of its Subsidiaries or their
      respective assets or to which the Company or any of its Subsidiaries is a party
      which has or could reasonably be expected to have the effect of prohibiting
      or
      materially impairing any business practice of the Company or any of its
      Subsidiaries, any acquisition of property by the Company or any of its
      Subsidiaries or the conduct of business by the Company or any of its
      Subsidiaries as currently conducted.

     

    2.15 Real
      Property.

     

    (a) “Owned
      Real Property”
shall
      mean each piece of real property owned in fee simple (or with respect to real
      property located outside the United States, such other similar form of title
      as
      may be described in the title policy for such parcel) by the Company or any
      of
      its Subsidiaries (including all land, easements, development rights and other
      rights and interests appurtenant thereto including interests in buildings,
      structures, improvements and fixtures located thereon) which Owned Real Property
      is described on Schedule
      2.15(a)
      attached
      hereto and made a part hereof. The Owned Real Property constitutes all of the
      real property owned by the Company or any of its Subsidiaries in connection
      with
      the businesses of the Company and its Subsidiaries.

     

    (b) “Leased
      Real Property”
shall
      mean each property leased, subleased, licensed, or otherwise occupied by the
      Company or any of its Subsidiaries pursuant to a lease, sublease, license,
      or
      other occupancy agreement and all amendments, modifications, and supplements
      thereto, excluding leases for individual condominium units at any Owned Real
      Property and leases of individual condominium units within the Optioned Property
      Projects, all of which condominium unit leases are with Persons not affiliated
      with the Company for fair market value on reasonable and customary terms, (each,
      a “Lease”)
      (including all rights included in any Lease for a Leased Real Property to use
      or
      occupy any land, buildings, including sales kiosks, and improvements thereon),
      which Leased Real Property is described on Schedule
      2.15(b)
      attached
      hereto and made a part hereof. A true, correct and complete copy of each Lease
      for each Leased Real Property, except for all bay bottom/submerged land leases
      entered into with the Board of Trustees of the Internal Improvement Fund under
      the Florida Administrative Code, is described on Schedule
      2.15(b)
      attached
      hereto and made a part hereof, a copy of each of which has been delivered to
      Parent or its representatives prior to the date hereof. The Leased Real Property
      constitutes all of the real property leased, subleased, licensed, or otherwise
      occupied by the Company and any of its Subsidiaries.

     

    
      
         

      

      
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    (c) Each
      agreement (an “Optioned
      Property Redevelopment Agreement”)
      pursuant to which the Company or a Subsidiary, as the case may be, has an option
      to purchase all or part of an Optioned Property Project, has a management
      agreement and/or ground lease for an Optioned Property Project, or is
      redeveloping an Optioned Property Project and each fee or other mortgage
      encumbering or other financing with respect to an Optioned Property Project
      (an
“Optioned
      Property Mortgage”)
      is
      listed on said Schedule
      2.15(c).
      There
      are no other agreements pursuant to which the Company or a Subsidiary has an
      option to purchase all or part of an Optioned Property Project or is managing,
      leasing or redeveloping an Optioned Property Project other than those listed
      on
      said Schedule
      2.15(c).
      To
      Company’s Knowledge, no party is in material default in respect of its
      respective obligations under any Optioned Property Redevelopment Agreement
      or
      under any Optioned Property Mortgage and no act or omission of a party, which,
      with the passage of time or the giving of notice or both, would comprise a
      default, except for such defaults as would not, individually or in the
      aggregate, reasonably be expected to have a Company Material Adverse Effect
      or a
      Project Material Adverse Effect. True, correct and complete copies of the
      Optioned Property Agreement and each Optioned Property Redevelopment Agreement
      and Optioned Property Mortgage described on Schedule
      2.15(c)
      hereto
      have heretofore been delivered to Parent or its representatives prior to the
      date hereof. 

     

    (d) [Intentionally
      Left Blank]

     

    (e) “Real
      Property”
shall
      mean, collectively, the Owned Real Property, the Leased Real Property, and
      the
      Optioned Property Projects.

     

    (f) Each
      Lease is binding, enforceable, in full force and effect and neither the Company
      nor any of its Subsidiaries have received written notice or otherwise have
      Knowledge that they are in default or in breach under such Lease except for
      such
      defaults as would not, individually or in the aggregate, reasonably be expected
      to have a Company Material Adverse Effect or a Project Material Adverse Effect.
      Neither Company nor any of its Subsidiaries have Knowledge of any event or
      omission, which, with the passage of time or the giving of notice or both,
      would
      comprise a default, except for such defaults as would not, individually or
      in
      the aggregate, reasonably be expected to have a Company Material Adverse Effect
      or a Project Material Adverse Effect. To Company’s Knowledge, no landlord,
      sublandlord, licensor or other Person that is a party to any Lease (other than
      Company or a Subsidiary) is in default in respect of its obligations under
      such
      Lease and no event or omission has occurred, which, with the passage of time
      or
      the giving of notice or both, would cause any such Person to be in default
      in a
      material respect of its obligations under such Lease. Neither the Company nor
      any of its Subsidiaries have received written notice of any claimed abatements,
      offsets, defenses or other bases for relief or adjustment under any of the
      Leases. The Mergers do not require the consent of any Person or party to any
      Lease or any consent the absence of which would not cause a Company Material
      Adverse Effect), and will not result in a breach of or default under such Lease,
      or otherwise cause such Lease to cease to be legal, valid, binding, enforceable
      and in full force and effect following the Closing. No security deposit or
      portion thereof deposited with respect to any Lease has been applied in respect
      of a breach or default under which Lease which has not been redeposited in
      full
      by Company or any Subsidiary. Except as may be disclosed in a Lease, the Company
      and its Subsidiaries do not owe, nor will they owe in the future, any brokerage
      commissions or finder’s fees with respect to such Lease which is not paid. No
      party to any Lease (except where such party is the Company or a Subsidiary)
      has
      an economic interest in the Company or a Subsidiary. Neither the Company nor
      any
      Subsidiary has (i) assigned, subleased, licensed or otherwise granted any Person
      (except where such Person is the Company or a Subsidiary) the right to use
      or
      occupy such Leased Real Property or any portion thereof, or (ii) collaterally
      assigned or granted any other security interest in any Lease or any interest
      therein. 

     

    
      
         

      

      
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    (g) With
      respect to the Real Property, as applicable: (i) the Company, its Subsidiaries
      or the Optioned Property Provider, as the case may be, have good and marketable
      fee simple interest in the Real Property and a valid leasehold interest in
      the
      Leased Real Property, free and clear of any use or occupancy restrictions,
      Liens, encumbrances, and easements or title defects, except as set forth on
      any
      existing title insurance policy, deed, or survey, that have had or could have
      a
      Project Material Adverse Effect or a Material Adverse Effect on the Company’s,
      or any of its Subsidiaries’, as the case may be, use and occupancy of the Real
      Property or the Optioned Property Projects, as the case may be; and (ii) neither
      the Company nor any of its Subsidiaries have received written notice or
      otherwise have Knowledge (a) of any condemnation, eminent domain or similar
      proceeding affecting any portion of the Real Property or any access thereto
      or
      of any sale or other disposition of the Real Property or any part thereof in
      lieu of condemnation or of any possible widening of streets abutting all or
      any
      portion of the Real Property, and, to the Knowledge of the Company, no such
      proceedings are contemplated, (b) of the imposition of any special taxes or
      assessments by a governmental authority, or payments in lieu thereof, against
      all or any portion of the Real Property, or any pending improvement liens to
      be
      made by any governmental authority which may affect any Real Property, (c)
      from
      or on behalf of any existing insurance carriers indicating that the insurance
      rates for all or any portion of any of the Real Property will be substantially
      increased or that alterations of any Real Property are required, and (d) the
      curtailment of any utility service supplied to any Real Property.

     

    (h) Prior
      to
      the date hereof, the Company has furnished or made available to Key or its
      representatives true and correct copies of all deeds, mortgages, surveys,
      licenses, leases, title insurance policies and permanent certificates of
      occupancy (or documents equivalent to certificates of occupancy in the
      jurisdiction where the Real Property is located) with respect to the Real
      Property that are in the possession of Company or its Subsidiaries.

     

    (i) Neither
      the Company nor its Subsidiaries have received written notice of, and to the
      Knowledge of the Company and its Subsidiaries there are no, outstanding claims
      made by or against the Company or any applicable Subsidiary or Optioned Property
      Provider with respect to title or ownership of the Owned Real Property or the
      Optioned Property Projects.

     

    (j) Neither
      the Company nor any of its Subsidiaries is obligated under or a party to, and
      none of the Owned Real Property or the Optioned Property Projects is subject
      to,
      any option, right of first refusal, right of first offer or other obligation
      to
      sell, transfer, dispose of, grant any interest in or lease any of the Owned
      Real
      Property or the Optioned Property Projects or any portion thereof or interest
      therein to any Person other than (x) the Company and its Subsidiaries or (y)
      such leases, subleases, licenses, concessions or other agreements entered into
      by the Company or its Subsidiaries in the ordinary course of business (the
      documents described in this clause (y), the “Owned
      Real Property Leases”),
      which
      Owned Real Property Leases are described on Schedule
      2.15(h)
      attached
      hereto and made a part hereof. The Owned Real Property Leases are in full force
      and effect and neither the Company nor any of its Subsidiaries have received
      written notice or otherwise have Knowledge that they are in default or in breach
      under any such Lease except for such defaults as would not, individually or
      in
      the aggregate, reasonably be expected to have a Company Material Adverse Effect.
      Neither Company not any Subsidiary has Knowledge of any event or omission under
      any Owned Real Property Lease, which, with the passage of time or the giving
      of
      notice or both, would cause a default except for such defaults as would not,
      individually or in the aggregate, reasonably be expected to have a Company
      Material Adverse Effect. Neither the Company nor any of its Subsidiaries have
      received written notice of, or have Knowledge of, any claimed abatements,
      offsets, defenses or other bases for relief or adjustment under any Owned Real
      Property Lease. 

     

    
      
         

      

      
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    (k) All
      improvements upon or constituting a part of the Real Property (including, but
      not limited to, the buildings, structures, fixtures, roofs and structural
      elements thereof and the heating, ventilation, air conditioning, plumbing,
      electrical, elevator mechanical, sewer, waste water, storm water, paving and
      parking equipment, systems and facilities included therein) (the “Improvements”)
      are
      adequate for the purposes for which they are being or shall be put in the
      ordinary course of business, except for such Improvements that are in the
      process of being developed or constructed, which, upon substantial completion,
      shall be adequate for the purposes for which they are intended to be used in
      the
      ordinary course of business. To the Knowledge of the Company, there are no
      facts
      or conditions affecting any of the Improvements, except for such Improvements
      that are in the process of being developed or constructed (which, upon
      substantial completion, shall be adequate for the purposes for which they are
      intended to be used in the ordinary course of business), which would interfere
      in any material respect with the use or occupancy of the Improvements or any
      portion thereof in the operation of the business of the Company and its
      Subsidiaries or which would, individually or in the aggregate, reasonably be
      expected to have a Company Material Adverse Effect or a Project Material Adverse
      Effect. 

     

    (l) There
      are
      no Construction Contracts with amounts payable as of December 31, 2006 that
      equal or exceed in the aggregate $1,000,000. As used herein, a “Construction
      Contract”
shall
      mean each development agreement, master architectural contract or general
      contractor agreement to which the Company or any of its Subsidiaries is a party
      with respect to any present or contemplated construction by the Company or
      any
      Subsidiary for which no certificate of occupancy has been obtained. To the
      Company's Knowledge, it has not received written notice that it or any other
      party thereto, is presently in default and there are no facts or circumstances
      which, with or without the passage of time or both, would result in a breach
      of
      any of the terms thereof by it or any such other party, except for such defaults
      as would not, individually or in the aggregate reasonably be expected to have
      a
      Company Material Adverse Effect or a Project Material Adverse
      Effect.

     

    (m) Each
      condominium declaration related to Real Property in which dwelling units have
      been or are being sold by the Company or any of its Subsidiaries that is
      required to be filed in the real estate records of the county or other local
      jurisdiction in which such Owned Real Property or such Optioned Property Project
      is located has been properly filed and recorded with the appropriate county
      or
      other local jurisdiction office in which the respective Owned Real Property
      or
      Optioned Property Project is located, except for any failures to be so filed
      or
      recorded which, individually or in the aggregate, would not reasonably be
      expected to have a Company Material Adverse Effect or a Project Material Adverse
      Effect. All such condominium projects comply with Legal Requirements and all
      filings and approvals required by Legal Requirements with respect to such
      condominium projects have been obtained and all sales of condominium units
      have
      been conducted in compliance with Legal Requirements.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    (n) Neither
      the Company nor any of its Subsidiaries have any direct or indirect ownership
      in, or involvement with or liabilities of any type with respect to, the shopping
      center known as the Richland Mall and located in Columbia, South Carolina.
      

     

    (o) With
      respect to the parcel of Owned Real Property described on Schedule
      2.15(a)
      hereto
      as Island Homes (also known as Vaca Cut Island) (“Island
      Homes”),
      the
      Company represents that prior to the Closing (i) the Company shall transfer
      ownership of Island Homes to the Clark Trust and/or David Schwarz or to an
      entity that Dave Clark and/or David Schwarz directly or indirectly control
      (any
      of the foregoing, the “Island
      Homes Owner”),
      (ii)
      any contract deposit posted or other expenses incurred by the Company or any
      Subsidiary with respect to Island Homes shall be reimbursed/returned by the
      Island Homes Owner to the Company or such Subsidiary in connection with such
      transfer of ownership, and (iii) the Company shall grant to Key or Parent (at
      Key’s option) a right of first refusal to purchase or lease any portion of
      Island Homes that the Island Homes Owner intends to sell, lease or transfer
      directly or indirectly to any other Person and that the Island Homes Owner
      does
      not intend to retain ownership of in order to construct single family homes
      for
      Island Homes Owner and/or its immediate respective families, pursuant to a
      document containing mutually agreeable terms and provisions, in recordable
      form,
      to be executed by each of the Island Homes Owner and Key or Parent (or to a
      Key
      or Parent Affiliate designated by Key) and recorded prior to the
      Closing.

     

    2.16 Taxes.
      

     

    Definition
      of Taxes.
      For the
      purposes of this Agreement, “Tax”
or
      “Taxes”
refers
      to any and all federal, state, local and foreign taxes, including, without
      limitation, gross receipts, income, profits, sales, use, occupation, value
      added, ad valorem, transfer, franchise, withholding, payroll, recapture,
      employment, excise and property taxes, assessments, governmental charges and
      duties together with all interest, penalties and additions imposed with respect
      to any such amounts and any obligations under any agreements or arrangements
      with any other person with respect to any such amounts and including any
      liability of a predecessor entity for any such amounts.

     

    (a) Tax
      Returns and Audits.
      

     

    (i) As
      of the
      Closing Date, the Company and each of its Subsidiaries has filed all federal,
      state, local and foreign returns, estimates, information statements and reports
      relating to Taxes (“Returns”)
      required to be filed by the Company and each of its Subsidiaries with any Tax
      authority prior to the date hereof. To the Company’s Knowledge, all such Returns
      are true, correct and complete in all material respects. As of the Closing
      Date,
      the Company and each of its Subsidiaries has paid all Taxes shown to be due
      on
      such Returns. The Company is not a “United States real property holding
      corporation,” as defined in section 897 of the Internal Revenue Code of 1986, as
      amended, and Section 1.897-2(b) of the regulations promulgated
      thereunder.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    (ii) As
      of the
      Closing Date, all material Taxes that the Company or any of its Subsidiaries
      is
      required by law to withhold or collect have been duly withheld or collected,
      and
      have been paid over to the proper governmental authorities to the extent due
      and
      payable.

     

    (iii) As
      of the
      Closing Date, none of the Company or any of its Subsidiaries will be delinquent
      in the payment of any material Tax nor is there any material Tax deficiency
      outstanding, assessed or, to the Knowledge of the Company, proposed against
      the
      Company or any of its Subsidiaries, nor will the Company or any of its
      Subsidiaries have executed any unexpired waiver of any
      statute of limitations extending or waiving the period for the assessment or
      collection of any Tax.

     

    (iv) To
      the
      Company’s Knowledge, no audit or other examination of any Return of the Company
      or any of its Subsidiaries by any Tax authority is presently in progress.
      Neither the Company nor any of its Subsidiaries has been notified in writing
      of
      any request for such an audit or other examination.

     

    (v) No
      adjustment relating to any Returns filed by the Company or any of its
      Subsidiaries has been proposed in writing, formally or informally, by
any
      Tax
      authority to the Company or any of its Subsidiaries or any of the officers
      and
      directors thereof.

     

    (vi) As
      of the
      Closing Date, neither the Company nor any of its Subsidiaries has any liability
      for any material unpaid Taxes which have not been accrued for or reserved on
      the
      Company’s balance sheets included in the Audited Financial Statements or the
      Unaudited Financial Statements, whether asserted or unasserted, contingent
      or
      otherwise, would constitute a Company Material Adverse Effect, other than any
      liability for unpaid Taxes that may have accrued since the end of the most
      recent fiscal year in connection with the operation of the business of the
      Company and its Subsidiaries in the ordinary course of business. 

     

    2.17 Environmental
      Matters.
      

     

    (a) To
      the
      Company’s Knowledge, no facts or circumstances exist with respect to the Real
      Property which give rise to any liability based upon or related to the
      Company’s, any Subsidiary’s or any other Person’s actions or omissions in the
      processing, distribution, use, treatment, storage, disposal, transport or
      handling, or the emission, discharge or release into the environment of any
      Hazardous Substance, except where such liability would not have a Material
      Adverse Effect on the Company.

     

    (b) As
      used
      in this Agreement, the term “Hazardous
      Substance”
      shall
      mean
      any
      substance that is: (i) listed, classified or regulated pursuant to any
      Environmental Law; (ii) any petroleum product or by-product, asbestos-containing
      material, lead-containing paint or plumbing, polychlorinated biphenyls or
      radioactive materials; or (iii) any other substance which is regulated under
      any
      Environmental Law.

     

    (c) Except
      for such matters that, individually or in the aggregate are not reasonably
      likely to have a Material Adverse Effect or a Project Material Adverse Effect
      to
      the Company’s Knowledge: (i) the Company and each of its Subsidiaries has
      complied at all times and is currently in compliance with all Environmental
      Laws; (ii) there are no Hazardous Substances at, in, under or from the Real
      Property; and (iii) there has been no release or threatened release of Hazardous
      Substances at, in, under or from the Real Property.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    (d) Except
      for those items that individually or in the aggregate are not reasonably likely
      to cause a Company Material Adverse Effect or a Project Material Adverse Effect:
      (i) there are no pending or, to the Knowledge of the Company, threatened claims,
      demands, actions, administrative proceedings, lawsuits or inquiries relating
      to
      the Real Property under Environmental Law; (ii) neither the Company nor any
      of
      its Subsidiaries has received any notice, demand, letter, claim or request
      for
      information alleging that the Company or any of its Subsidiaries may be in
      violation of or liable under any Environmental Law; and (iii) neither the
      Company nor any of its Subsidiaries is subject to any agreements, orders,
      decrees, injunctions or other arrangements with any Governmental Entity or
      other
      Person relating to liability under any Environmental Law or relating to
      Hazardous Substances.

     

    (e) Except
      as
      disclosed in Schedule
      2.17(e)
      hereto
      and to the Knowledge of the Company, there are no underground storage tanks
      at
      any Real Property. 

     

    (f) As
      used
      in this Agreement, the term “Environmental
      Law”
      shall
      mean
      any
      federal, state, local or foreign law, regulation, order, decree, permit,
      authorization, opinion, common law or agency requirement relating to: (A) the
      protection, investigation or restoration of the environment, health and safety,
      or natural resources; (B) the handling, use, presence, disposal, release or
      threatened release of any Hazardous Substance; or (C) noise, odor, wetlands,
      pollution, contamination or any injury or threat of injury to persons or
      property.

     

    (g) The
      parties hereto acknowledge that the Company and its Subsidiaries may be in
      various stages of obtaining Material Permits, including, without limitation,
      any
      Material Permits related to any Environmental Law, as of the date of this
      Agreement and the Company and/or the applicable Subsidiary agree to use
      commercially reasonable best efforts from and after the date hereof to obtain
      and comply with such Material Permits, including, without limitation, any
      Material Permit relating to Environmental Laws as and when required by any
      Legal
      Requirements and Environmental Laws, it being agreed that any failure to obtain
      such Material Permits as of the Closing shall not individually or in the
      aggregate be reasonably expected to have a Company Material Adverse Effect
      or a
      Project Material Adverse Effect.

     

    (h) Except
      for those items that have been delivered to Parent, there are no environmental
      investigations, studies or audits with respect to the Real Property.


     

    2.18 Brokers;
      Third Party Expenses.
      The
      Company has not incurred, nor will it incur, directly or indirectly, any
      liability for brokerage, finders’ fees, agent’s commissions or any similar
      charges in connection with this Agreement or any transactions contemplated
      hereby. Except pursuant to Sections 1.6, 1.7 and 1.17, no shares of common
      stock, options, warrants or other securities of either the Company or Key or
      Parent are payable to any third party by Company as a result of the
      Mergers.

     

    2.19 Intellectual
      Property.
      For the
      purposes of this Agreement, the following terms have the following
      definitions:

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    “Intellectual
      Property”
shall
      mean any or all of the following and all worldwide common law and statutory
      rights in, arising out of, or associated therewith: (i) patents and applications
      therefor and all reissues, divisions, renewals, extensions, provisionals,
      continuations and continuations-in-part thereof; (ii) inventions (whether
      patentable or not), invention disclosures, improvements, trade secrets,
      proprietary information, know how, technology, technical data and customer
      lists, and all documentation relating to any of the foregoing; (iii) copyrights,
      copyrights registrations and applications therefor, and all other rights
      corresponding thereto throughout the world; (iv) software and software programs;
      (v) domain names, uniform resource locators and other names and locators
      associated with the Internet; (vi) industrial designs and any registrations
      and
      applications therefor; (vii) trade names, logos, common law trademarks and
      service marks, trademark and service mark registrations and applications
      therefor (collectively, “Trademarks”);
      (viii) all databases and data collections and all rights therein; (ix) all
      moral
      and economic rights of authors and inventors, however denominated, and (x)
      any
      similar or equivalent rights to any of the foregoing (as
      applicable).

     

    “Company
      Intellectual Property”
shall
      mean any Intellectual Property that is owned by, or exclusively licensed to,
      Company or any of its Subsidiaries, including software and software
      programs developed by or exclusively licensed to the Company or any of its
      Subsidiaries (specifically excluding any off the shelf or shrink-wrap
      software).

     

    (a) No
      Company Intellectual Property is subject to any material proceeding or
      outstanding decree, order, judgment, contract, license, agreement or stipulation
      restricting in any manner the use, transfer or licensing thereof by the Company
      or any of its Subsidiaries, or which may affect the validity, use or
      enforceability of such Company Intellectual Property, which in any such case
      could reasonably be expected to have a Material Adverse Effect on the
      Company.

     

    (b) The
      Company and each of its Subsidiaries, as the case may be:
      own
      and
      has good and exclusive title to, or in the case of exclusive licenses, has
      the
      right to use, each material item of Company Intellectual Property, owned by,
      or
      exclusively licensed to, either the Company or a Subsidiary, as the case may
      be,
      free and clear of any liens and encumbrances (excluding non-exclusive licenses
      and related restrictions granted by it in the ordinary course of business);
      and
      the Company or its Subsidiaries is the exclusive owner of all material
      registered Trademarks used in connection with the operation or conduct of its
      business as currently conducted including the sale of any products or the
      provision of any services by the Company or its Subsidiaries.

     

    2.20 Infringement
      on Intellectual Property.
      To the
      Company’s Knowledge, the operation of the business of the Company and its
      Subsidiaries as such business currently is conducted has not and does not
      infringe or misappropriate the Intellectual Property of any third party or
      constitute unfair competition or trade practices under the laws of any
      jurisdiction. No written notice, charge, claim, action or assertion of
      infringement, unfair competition, unfair trade practices or misappropriation
      has
      been received by the Company or any of its Subsidiaries and, to the Company’s
      Knowledge, no written notice, charge, claim, action has been filed, commenced
      or
      threatened against the Company or any of its Subsidiaries alleging any such
      violation that could be expected to have a Company Material Adverse
      Effect.

     

    2.21 Agreements,
      Contracts and Commitments.
      

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    (a) Except
      for any items that are included in another schedule attached hereto or excluded
      by virtue of another representation included in this Article II, Schedule
      2.21
      hereto
      sets forth a complete and accurate list of all
      Material Company Contracts (as hereinafter defined), specifying the parties
      thereto. For
      purposes of this Agreement the term “Company
      Contracts”
shall
      mean all contracts, agreements, leases, mortgages, indentures, notes, bonds,
      Optioned Property Redevelopment Agreements, licenses, permits, franchises,
      purchase orders, sales orders, and other understandings, commitments and
      obligations of any kind, whether written or oral, to which the Company or any
      of
      its Subsidiaries is a party or by or to which any of the properties or assets
      of
      the Company or any of its Subsidiaries may be bound, subject or affected
      (including without limitation notes or other instruments payable to the Company
      or its Subsidiaries). For purposes of this Agreement the term “Routine
      Operating Contracts”
shall
      mean contracts entered into by the Company or any of its Subsidiaries with
      a
      Person that is not an Affiliate in the ordinary course of business on terms
      and
      conditions and at rates that are reasonable and customary based on the then
      applicable market conditions including the following contracts (to the extent
      they meet the immediately foregoing condition): 

     

    (i) contracts
      related to the sale of individual residential condominium units to unaffiliated
      purchasers who, together with their affiliates, are not purchasing more than
      an
      aggregate of ten units in any individual project;

     

    (ii) brokerage
      commission agreements; 

     

    (iii) contracts
      pursuant to which the Company or a Subsidiary, as the case may be, has deposited
      funds which will be returned in full to the Company or such Subsidiary in the
      event the Company or such Subsidiary terminates such contract pursuant to a
      contingency or termination provision contained in such contract; and


     

    (iv) any
      contract that by its terms can be terminated by the Company or any Subsidiary
      on
      not more than 30 days of notice with resulting liability that is less than
      $100,000. 

     

    (b) For
      purposes of this Agreement the term “Material
      Company Contracts”
shall
      mean:

     

    (i) 
      each
      Company Contract that is not a Routine Operating Contract and (I) which provides
      for payments (present or future) to the Company or any of its Subsidiaries
      in
      excess of $500,000 in the aggregate or (II) under which or in respect of which
      the Company or any of its Subsidiaries presently has any liability or obligation
      of any nature whatsoever (absolute, contingent or otherwise) in excess of
      $1,500,000, 

     

    (ii) each
      Company Contract that is not a Routine Operating Contract and that otherwise
      is
      or may be material to the businesses, operations, assets or condition (financial
      or otherwise) of the Company and its Subsidiaries and

     

    (iii) without
      limitation of subclause (i) or subclause (ii), each of the following Company
      Contracts, the relevant terms of which remain executory:

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    1) any
      mortgage, indenture, note, installment obligation or other instrument, agreement
      or arrangement for or relating to any borrowing of money by or from the Company
      or any of its Subsidiaries, or any officer, director, stockholder or Member
      (“Insider”)
      of the
      Company or any of its Subsidiaries;

     

    2) any
      guaranty, direct or indirect, by the Company, any of its Subsidiaries or any
      Insider of any obligation for borrowings, or otherwise, excluding endorsements
      made for collection in the ordinary course of business and guarantees by
      Subsidiaries of Company obligations;

     

    3) any
      Company Contract of employment;

     

    4) any
      Company Contract made other than in the ordinary course of business or (x)
      providing for the grant of any preferential rights to
      purchase or lease any asset of the Company or any of its Subsidiaries or (y)
      providing for any right (exclusive or non-exclusive) to sell or distribute,
      or
      otherwise relating to the sale or distribution of, any product or service of
      the
      Company and its Subsidiaries;

     

    5) any
      obligation to register any shares of the capital stock or other securities
      of
      the Company or any of its Subsidiaries with any Governmental
      Entity;

     

    6) any
      obligation to make payments, contingent or otherwise, arising out of the prior
      acquisition of the business, assets or stock of
      other
      Persons;

     

    7) any
      collective bargaining agreement with any labor union;

     

    8) any
      lease
      or similar arrangement for the use by the Company or any of its Subsidiaries
      of
      personal property (other than leases of vehicles, office equipment or operating
      equipment where the annual lease payments are less than $100,000 in the
      aggregate); and

     

    9) any
      Company Contract to which any Insider is a
      party.

     

    (c) To
      the
      Knowledge of the Company, each Company Contract was entered into at arms’ length
      and in the ordinary course, is in full force and effect and is valid and binding
      upon and
      enforceable against each of the parties thereto. True, correct and complete
      copies of all Material Company Contracts (or written summaries in the case
      of
      oral Material Company Contracts) have been heretofore made available to
Parent
      or
      Parent’s
      counsel.

     

    (d) Neither
      the Company nor any of its Subsidiaries nor, to the best of Company’s Knowledge,
      any other party thereto, has received written notice that it is in breach of
      or
      in default under, and no event has occurred which with notice or lapse of time
      or both would become a breach of or default under, any Material Company
      Contract. No party to any Company Contract has given any written notice of
      any
      claim of any breach, default or event, which, individually or in the aggregate,
      are reasonably likely to have a Material Adverse Effect on the Company or any
      of
      its Subsidiaries or a Project Material Adverse Effect. Each Material Company
      Contract to which the Company or any of its Subsidiaries is a party or by which
      it is bound that has not expired by its terms is in full force and
      effect.

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    2.22 Employees.
      

     

    (a) Schedule 2.22(a)
      sets
      forth a true, complete and correct list of all directors and executive officers
      of the Company and its Subsidiaries along with their position and actual annual
      rate of compensation. To the Knowledge of the Company, no key employee or group
      of employees has threatened to terminate employment with the Company or any
      of
      its Subsidiaries or, to the Knowledge of the Company, has plans to terminate
      such employment.

     

    (b) Neither
      the Company nor any of its Subsidiaries is a party to or bound by any union
      or
      collective bargaining agreement, nor has any of them experienced any strikes,
      grievances, claims of unfair labor practices or other collective bargaining
      disputes. 

     

    (c) Neither
      the Company nor any of its Subsidiaries is a party to any written or oral:
      (i)
      agreement with any current or former employee the benefits of which are
      contingent upon, or the terms of which will be materially altered by, the
      consummation of the transactions contemplated by this Agreement; (ii) agreement
      with any current or former employee of the Company or any of its Subsidiaries
      providing any term of employment or compensation guarantee extending for a
      period longer than one year from the date hereof or for the payment of
      compensation in excess of $100,000 per annum; or (iii) agreement or plan the
      benefits of which will be increased, or the vesting of the benefits of which
      will be accelerated, upon the consummation of the transactions contemplated
      by
      this Agreement.

     

    2.23 Insurance.
      Schedule
      2.23
      sets
      forth a list of all material insurance policies covering the properties and
      activities of the Company, its Subsidiaries and their respective businesses.
      All
      such policies are in full force and effect and shall be kept in full force
      and
      effect in the ordinary course of business. Neither the Company nor any
      Subsidiary of the Company have received any written notice of cancellation or
      non-renewal with respect to such policies. Neither the Company nor any
      Subsidiary of the Company have received written notice, nor does the Company
      have Knowledge that it is in default with respect to its obligations under
      such
      insurance policies. Except as set forth on Schedule
      2.23,
      neither
      the Company nor any Subsidiary of the Company has been refused any insurance
      coverage obtained for the purpose of protecting and insuring against any
      material loss or exposure, nor has any such coverage been limited or cancelled
      by any insurance carrier to which the Company or any such Subsidiary has applied
      for any such insurance or with which the Company or any such Subsidiary has
      carried insurance, nor has there been any significant increase in the premiums
      paid under any such policy during the past five (5) years. All such insurance
      policies provide adequate coverage for all normal risks incident to the business
      of the Company and its Subsidiaries and their respective properties and assets,
      including construction projects. Schedule
      2.23
      identifies those pending (or threatened) Actions with respect to which an
      insurance carrier has denied coverage or has advised the Company or the relevant
      Subsidiary that it is defending such claim under reservation of rights and
      which, if determined or resolved adversely to the Company or its Subsidiaries,
      could, individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect to the Company and its Subsidiaries or a Project
      Material Adverse Effect.

     

    2.24 Interested
      Party Transactions.
      As of
      the Closing Date, except for compensation and benefits arrangements in the
      ordinary course of business or any matter pursuant to this Agreement, and to
      the
      Company’s Knowledge, no holder of more than five percent (5%) of the Company
      Membership Interests, officer or director of the Company or any Subsidiary
      of
      the Company, or any affiliate of any of the foregoing (other than the Company
      and its Subsidiaries) (i) has borrowed or loaned money or other property to
      the
      Company or any Subsidiary of the Company in an amount exceeding $50,000, which
      has not been repaid or returned; (ii) has any direct or indirect material
      interest in any Person which is a customer of goods or services provided by
      or
      supplier of goods or services provided to the Company, any Subsidiary of the
      Company, which Person's purchases or sales of such goods and services in any
      of
      the past two (2) fiscal years exceeded or whose business in fiscal 2007 is
      expected to exceed $120,000 per year; or (iii) is party to any other agreement,
      transaction or business relationship with the Company (other than this
      Agreement) or any of its Subsidiaries.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    2.25 Board
      Approval; Required Vote.
      

     

    (a) The
      board
      of
      directors
      of the
      Company has, as of the date of this Agreement, determined (i) that the Mergers
      are fair to, and in the best interests of the Company and its Members, and
      (ii)
      to, subject to Section 5.16, recommend that the Members of the Company approve
      this Agreement.

     

    (b) The
      Requisite Member Approval is the only vote of the holders of any class or series
      of the Company Membership Interests necessary to approve and adopt this
      Agreement or the other transactions contemplated hereby. 

     

    2.26 Proxy
      Statement.
      The
      information to be supplied by the Company for inclusion in Key’s proxy statement
      (such proxy statement as amended or supplemented is referred to herein as the
      “Proxy
      Statement”)
      shall
      not at the time the Proxy Statement is filed with the SEC and at the time it
      becomes effective under the Securities Act, contain any untrue statement of
      a
      material fact or omit to state any material fact required to be stated therein
      or necessary in order to make the statements therein not misleading. The
      information to be supplied by the Company for inclusion in the proxy statement
      to be sent in connection with the Key Stockholders’ Meeting (as defined in
      Section 5.1(a)) shall not, on the date the Proxy Statement is first mailed
      to
      Key’s stockholders, and at the time of the Key Stockholders’ Meeting, contain
      any untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they are made, not false
      or
      misleading; or omit to state any material fact necessary to correct any
      statement provided by the Company in any earlier communication with respect
      to
      the solicitation of proxies for the Key Stockholders’ Meeting which has become
      false or misleading. If at any time prior to the Effective Time, any event
      relating to the Company or any of its affiliates, officers or directors should
      be discovered by the Company which should be set forth in a supplement to the
      Proxy Statement, the Company shall promptly inform Key; provided, however,
      that
      if Key fails to timely file such supplement or fails to adequately disclose
      such
      additional information, that the Company shall have no liability whatsoever
      to
      Key, Parent, any Merger Sub or any of Parent’s, Key’s or any Merger Sub’s
      shareholders, members, directors or officers. Notwithstanding the foregoing,
      the
      Company makes no representation or warranty with respect to any information
      supplied by Key, Parent, any Merger Sub or any Person other than the Company
      which is contained in any of the foregoing documents.

     

    
      
         

      

      
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    2.27 Representations
      and Warranties Complete.
      The
      representations and warranties of the Company included in this Agreement, as
      modified by the Company Disclosure Schedule, are true and complete in all
      material respects and do not contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements contained therein not misleading, under the circumstance under
      which they were made. Except for the representations and warranties made by
      the
      Company in this Agreement, neither the Company nor any other Person makes any
      representation or warranty with respect to the Company or its Subsidiaries
      or
      their respective business, operations, assets, liabilities, condition (financial
      or otherwise) or prospects, notwithstanding the delivery or disclosure to Key
      or
      any of its Affiliates or representatives of any documentation, forecasts,
      projections or other information with respect to any one or more of the
      foregoing.

    


    2.28 Survival
      of Representations and Warranties.
      The
      representations and warranties of the Company set forth in this Agreement shall
      survive the Closing for a period of 12 months from the Closing Date.

     

    ARTICLE
      III 

    REPRESENTATIONS
      AND WARRANTIES OF KEY

     

    Key,
      on
      behalf of itself and its Subsidiaries, represents and warrants to the Company
      that the statements contained in this Article III are true, complete and
      correct. As used in this Agreement, a “Key
      Material Adverse Effect”
      shall
      mean
      any
      change, event or effect that is materially adverse to the business, assets
      (including, without limitation, intangible assets), financial condition, results
      of operations or reasonably foreseeable prospects of Key and its Subsidiaries,
      taken as a whole.

     

    3.1 Organization
      and Qualification.
      

     

    (a) Each
      of
      Key, Parent and New Key Merger Sub is a corporation duly incorporated, validly
      existing and in good standing under the laws of the State of Delaware and has
      the requisite corporate power and authority to own, lease and operate its assets
      and properties and to carry on its business as it is now being or currently
      planned by it to be conducted. Each of Key, Parent and New Key Merger Sub is
      in
      possession of all Approvals necessary to own, lease and operate the properties
      it purports to own, operate or lease and to carry on its business as it is
      now
      being or currently planned by it to be conducted, except where the failure
      to
      have such Approvals could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect on it. None of Key, Parent or New
      Key
      Merger Sub is in violation of any of the provisions of its Charter Documents.
      

     

    (b) Key
      Merger Sub is a limited liability company, duly formed, validly existing and
      in
      good standing under the laws of the State of Florida and has the requisite
      corporate power and authority to own, lease and operate its assets and
      properties and to carry on its business as it is now being or currently planned
      by Key to be conducted. Key Merger Sub is not in violation of any of the
      provisions of its operating agreement. 

     

    (c) Each
      of
      Key, Parent, and each Merger Sub is duly qualified or licensed to do business
      as
      a foreign corporation or foreign limited liability company, as applicable,
      and
      is in good standing, in each jurisdiction where the character of the properties
      owned, leased or operated by it or the nature of its activities makes such
      qualification or licensing necessary, except for such failures to be so duly
      qualified or licensed and in good standing that could not, individually or
      in
      the aggregate, reasonably be expected to have a Material Adverse Effect on
      it.

     

    
      
         

      

      
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    3.2 Subsidiaries.
      Except
      for New Key Merger Sub, Key Merger Sub and Parent, Key has no Subsidiaries
      and
      does not own, directly or indirectly, any ownership, equity, profits or voting
      interest in any Person or has any agreement or commitment to purchase any such
      interest, and Key has not agreed and is not obligated to make nor is bound
      by
      any written, oral or other agreement, contract, subcontract, lease, binding
      understanding, instrument, note, option, warranty, purchase order, license,
      sublicense, insurance
      policy, benefit plan, commitment or undertaking of any nature, as of the date
      hereof or as may hereafter be in effect under which it may become obligated
      to
      make, any future investment in or capital contribution to any other
      entity.

     

    3.3 Capitalization.
      

     

    (a) As
      of the
      date of this Agreement, the authorized capital stock of Key consists of
      50,000,000 shares of common stock, par value $0.001 per share (“Key
      Common Stock”)
      and
      1,000,000 shares of preferred stock, par value $0.001 per share (“Key
      Preferred Stock”),
      of
      which 7,949,995 shares of Key Common Stock and no shares of Key Preferred Stock
      are issued and outstanding, all of which are validly issued, fully paid and
      nonassessable. Except as set forth in Schedule
      3.3(a),
      (i) no
      shares of Key Common Stock or Key Preferred Stock are reserved for issuance
      upon
      the exercise of outstanding options to purchase Key Common Stock or Key
      Preferred Stock granted to employees of Key or other parties (“Key
      Stock Options”)
      and
      there are no outstanding Key Stock Options; (ii) no shares of Key Common Stock
      or Key Preferred Stock are reserved for issuance upon the exercise of
      outstanding warrants to purchase Key Common Stock or Key Preferred Stock
      (“Key
      Warrants”)
      and
      there are no outstanding Key Warrants; and (iii) no shares of Key Common Stock
      or Key Preferred Stock are reserved for issuance upon the conversion of the
      Key
      Preferred Stock or any outstanding convertible notes, debentures or securities
      (“Key
      Convertible Securities”).
      All
      shares of Key Common Stock and Key Preferred Stock subject to issuance as
      aforesaid, upon issuance on the terms and conditions specified in the instrument
      pursuant to which they are issuable, will be duly authorized, validly issued,
      fully paid and nonassessable. All outstanding shares of Key Common Stock and
      all
      outstanding Key Warrants have been issued and granted in compliance with (x)
      all
      applicable federal and state securities laws and (in all material respects)
      other applicable laws and regulations, and (y) all requirements set forth in
      any
      applicable Key Contracts (as defined in Section 3.14(a)). Key has heretofore
      delivered to the Company true, complete and accurate copies of the Key Warrants,
      including any and all documents and agreements relating thereto.

     

    (b)  The
      authorized capital stock of Parent consists of 150,000,000 shares of common
      stock, par
      value
      $0.001 per share (“Parent
      Stock”),
      of
      which
      100 shares are issued and outstanding, and 1,000,000 shares of preferred stock,
      par value $0.001 per share, of which no shares are issued and outstanding.
      All
      of the outstanding shares of Parent Stock have been validly issued,
      are
      fully paid and nonassessable and are owned directly by Key free and clear of
      any
      Lien. The authorized capital stock of New Key Merger Sub consists of 3,000
      shares of common stock, $0.001 par value per share, of which 100 shares are
      issued and outstanding and all of which 100 shares have been validly
      issued,
      are fully paid and nonassessable and are owned directly by Parent free and
      clear
      of any Lien. All of the membership interests of Key Merger Sub are owned by
      Parent. As
      of the
      date hereof, there are no shares of voting or non-voting capital stock, equity
      interests, percentage interests or other securities of the Key Merger Sub
      authorized, issued, reserved for issuance or otherwise outstanding.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    (c) The
      shares of Parent Common Stock to be issued by Key in connection with the
      Mergers, upon issuance in accordance with the terms of this
      Agreement, will be duly authorized and validly issued and such shares of Parent
      Common Stock will be fully paid and nonassessable.

     

    (d) Except
      as
      set forth in Schedule
      3.3(c)
      or as
      contemplated by this Agreement or the Key SEC Reports (as defined in Section
      3.7(a)), there are no registrations rights, and there is no voting trust,
proxy,
      rights plan, antitakeover plan or other agreements or understandings to which
      Key is a party or by which Key is bound with respect to any equity security
      of
      any class of Key.

     

    3.4 Authority
      Relative to this Agreement.
      Each of
      Key, Parent and each Merger Sub have full corporate power and authority to:
      (i)
      execute, deliver and perform this Agreement, and each ancillary document which
      Key, Parent or New Key Merger Sub have executed or delivered or is to execute
      or
      deliver pursuant to this Agreement, and (ii) carry out Key’s, Parent’s and each
      Merger Sub’s respective obligations hereunder and thereunder and, to consummate
      the transactions contemplated hereby (including the Mergers). The execution
      and
      delivery of this Agreement and the consummation by Key, Parent and each Merger
      Sub of the transactions contemplated hereby (including the Mergers) have been
      duly and validly authorized by all necessary corporate action on the part of
      Key, Parent and each Merger Sub (including the approval by their respective
      board
      of
      directors),
      and no
      other corporate proceedings on the part of Key, Parent or either Merger Sub
      are
      necessary to authorize this Agreement or to consummate the transactions
      contemplated hereby, other than the Key Stockholder Approval (as defined in
      Section 5.1(a)). This Agreement has been duly and validly executed and delivered
      by Key, Parent and each Merger Sub and, assuming the due authorization,
      execution and delivery thereof by the other parties hereto, constitutes the
      legal and binding obligation of Key, Parent and each Merger Sub, enforceable
      against Key, Parent and each Merger Sub in accordance with its terms, except
      as
      may be limited by bankruptcy, insolvency, reorganization or other similar laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity.

     

    3.5 No
      Conflict; Required Filings and Consents.
      (a) The
      execution and delivery of this Agreement by Key, Parent and each Merger Sub
      do
      not, and the performance of this Agreement by Key, Parent and each Merger Sub
      shall not: (i) conflict with or violate Key’s, Parent’s or any Merger Sub’s
      Charter Documents, (ii) conflict with or violate any Legal Requirements, or
      (iii) result in any breach of or constitute a default (or any event that with
      notice or lapse of time or both would become a default) under, or materially
      impair Key’s rights or alter the rights or obligations of any third party under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, or result in the creation of a lien or encumbrance on any
      of
      the properties or assets of Key pursuant to, any Key Contracts, except, with
      respect to clauses (ii) or (iii), for any such conflicts, violations, breaches,
      defaults or other occurrences that would not, individually and in the aggregate,
      have a Material Adverse Effect on Key.

     

    
      
         

      

      
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    (b) The
      execution and delivery of this Agreement by Key, Parent and each Merger Sub
      do
      not, and the performance of their respective obligations hereunder will not,
      require any consent, approval, authorization or permit of, or filing with or
      notification to, any Governmental Entity, except (i) as set forth in this
      Agreement, (ii) for applicable requirements, if any, of the Securities Act,
      the
      Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and
      appropriate documents with the relevant authorities of other jurisdictions
      in
      which Key and Parent is qualified to do business, (iii) for the filing of any
      notifications required under the HSR Act and the expiration of the required
      waiting period thereunder, (iv) the qualification of Key and Parent as a foreign
      corporation in those jurisdictions in which the business of the Company makes
      such qualification necessary, and (v) where the failure to obtain such consents,
      approvals, authorizations or permits, or to make such filings or notifications,
      would not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect on Key, or prevent consummation of the Mergers or
      otherwise prevent the parties hereto from performing their obligations under
      this Agreement.

     

    3.6 Compliance.
      Key has
      complied with, is not in violation of, any Legal Requirements with respect
      to
      the conduct of its business, or the ownership or operation
      of its business, except for failures to comply or violations which, individually
      or in the aggregate, have not had and are not reasonably likely to have a
      Material Adverse Effect on Key.
      The
      business and activities of Key
      have
      not
      been and are not being conducted in violation of any Legal Requirements.
Key
      is
      not in
      default or violation of any term, condition or provision of its Charter
      Documents. No written notice of non-compliance with any Legal Requirements
      has
      been received by Key.

     

    3.7 SEC
      Filings; Financial Statements.
      

     

    (a) Key
      has
      made available to the Company and the Members a correct and complete copy of
      each report, registration statement and definitive proxy statement filed by
      Key
      with the SEC (the “Key
      SEC Reports”),
      which
      are all the forms, reports and documents required to be filed by Key with the
      SEC prior to the date of this Agreement and which were filed on a timely basis.
      As of their respective dates the Key SEC Reports: (i) were prepared in
      accordance and complied in all material respects with the requirements of the
      Securities Act or the Exchange Act, as the case may be, and the rules and
      regulations of the SEC thereunder applicable to such Key SEC Reports, and (ii)
      did not at the time they were filed (and if amended or superseded by a filing
      prior to the date of this Agreement then on the date of such filing and as
      so
      amended or superseded) contain any untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. Except to the extent set forth in the preceding sentence,
      Key makes no representation or warranty whatsoever concerning the Key SEC
      Reports as of any time other than the time they were filed.

     

    (b) Each
      set
      of financial statements (including, in each case, any related notes thereto)
      contained in Key SEC Reports, including each Key SEC Report filed after the
      date
      hereof until the Closing, complied or will comply as to form in all material
      respects with the published rules and regulations of the SEC with respect
      thereto, was or will be prepared in accordance with U.S. GAAP applied on a
      consistent basis throughout the periods involved (except as may be indicated
      in
      the notes thereto or, in the case of unaudited statements, do not contain
      footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly
      presents or will fairly present in all material respects the financial position
      of Key at the respective dates thereof and the results of its operations and
      cash flows for the periods indicated, except that the unaudited interim
      financial statements were, are or will be subject to normal adjustments which
      were not or are not expected to have a Material Adverse Effect on Key taken
      as a
      whole.

     

    
      
         

      

      
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    3.8 No
      Undisclosed Liabilities.
      

     

    (a) Key
      has
      no liabilities (absolute, accrued, contingent or otherwise) of a nature required
      to be disclosed on a balance sheet or in the related notes to the financial
      statements included in Key SEC Reports which are, individually or in the
      aggregate, material to the business, results of operations or financial
      condition of Key, except (i) liabilities provided for in or otherwise disclosed
      in Key SEC Reports filed prior to the date hereof, and (ii) liabilities incurred
      since September 30, 2006 in the ordinary course of business, none of which
      would
      have a Material Adverse Effect on Key. 

     

    (b) Since
      their respective dates of incorporation or formation, none of Parent or either
      Merger Sub has carried on any business or conducted any operations other than
      the execution of this Agreement, the performance of its obligations hereunder
      and thereunder and matters ancillary thereto. Parent and the Merger Subs have
      no
      assets or properties of any kind, and have and will have at the Closing no
      obligations or liabilities of any nature whatsoever except such obligations
      and
      liabilities as are imposed under this Agreement. 

     

    3.9 Absence
      of Certain Changes or Events.
      Except
      as set forth in Key SEC Reports filed prior to the date of this Agreement,
      and
      except as contemplated by this Agreement, since September 30, 2006, there has
      not been: (a) any Material Adverse Effect on Key, (b) any declaration, setting
      aside or payment of any dividend on, or other distribution (whether in cash,
      stock or property) in respect of, any of Key’s capital stock, or any purchase,
      redemption or other acquisition by Key of any of Key’s capital stock or any
      other securities of Key or any options, warrants, calls or rights to acquire
      any
      such shares or other securities, (c) any split, combination or reclassification
      of any of Key’s capital stock, (d) any granting by Key of any increase in
      compensation or fringe benefits, except for normal increases of cash
      compensation in the ordinary course of business consistent with past practice,
      or any payment by Key of any bonus, except for bonuses made in the ordinary
      course of business consistent with past practice, or any granting by Key of
      any
      increase in severance or termination pay or any entry by Key into any currently
      effective employment, severance, termination or indemnification agreement or
      any
      agreement the benefits of which are contingent or the terms of which are
      materially altered upon the occurrence of a transaction involving Key of the
      nature contemplated hereby, (e) entry by Key into any licensing or other
      agreement with regard to the acquisition or disposition of any Intellectual
      Property other than licenses in the ordinary course of business consistent
      with
      past practice or any amendment or consent with respect to any licensing
      agreement filed or required to be filed by Key with respect to any Governmental
      Entity, (f) any material change by Key in its accounting methods, principles
      or
      practices, except as required by concurrent changes in U.S. GAAP, (g) any change
      in the auditors of Key, (h) any issuance of capital stock of Key, or (i) any
      revaluation by Key of any of its assets, including, without limitation, writing
      down the value of capitalized inventory or writing off notes or accounts
      receivable or any sale of assets of Key other than in the ordinary course of
      business.

     

    
      
         

      

      
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    3.10 Litigation.
      There
      are no claims, suits, actions or proceedings pending or to Key’s Knowledge,
      threatened against Key, before any court, governmental
      department, commission, agency, instrumentality or authority, or any arbitrator
      that seeks to restrain or enjoin the consummation of the transactions
      contemplated by this Agreement or which could reasonably be expected, either
      singularly or in the aggregate with all such claims, actions or proceedings,
      to
      have a Material Adverse Effect on Key
      or
      have a
      Material Adverse Effect on the ability of the parties hereto to consummate
      the
Mergers.
      There
      has
      not been, and to the Knowledge of Key, there is not pending or contemplated,
      any
      investigation by the SEC or any state or other regulatory body involving Key
      or
      any current or former director or officer of Key. The SEC has not issued any
      stop order or other order suspending the effectiveness of any registration
      statement filed by Key under the Exchange Act or the Securities
      Act.

     

    3.11 Restrictions
      on Business Activities.
      Except
      as set forth in the Key Charter Documents, there is no agreement, commitment,
      judgment, injunction, order or decree binding upon Key or to which Key is a
      party which has or could reasonably be expected to have the effect of
      prohibiting or materially impairing any business practice of Key, any
      acquisition of property by Key or the conduct of business by Key as currently
      conducted other than such effects, individually or in the aggregate, which
      have
      not had and could not reasonably be expected to have, a Material Adverse Effect
      on Key.

     

    3.12 Taxes.
      

     

    (a) Key
      has
      timely filed all Returns required to be filed by Key with any Tax authority
      prior to the date hereof, except such Returns which are not material to Key.
      All
      such Returns are true, correct and complete in
      all
      material respects. All Taxes due and owing by Key
      (whether
      or not shown on any Return) have been paid. Key
      is
      not
      the beneficiary of any extension of time within which to file any Return. There
      are no Liens for Taxes (other than Taxes not yet due and payable) upon any
      of
      the assets of Key
      or
      any of
      its Subsidiaries.

     

    (b) All
      Taxes
      that Key is required by law to withhold or collect have been duly withheld
      or
      collected, and have been timely paid over to the proper
      governmental authorities to the extent due and payable.

     

    (c) Key
      has
      not been delinquent in the payment of any material Tax nor is there any material
      Tax deficiency outstanding, assessed, or proposed by any Tax authority based
      on
      personal contact by Key or any officers or directors of Key with any agent
      of
      any such Authority,
      nor has
Key
      executed
      any unexpired waiver of any statute of limitations extending or waiving the
      period for the assessment or collection of any Tax.

     

    (d) No
      audit
      or other examination of any Return of Key by any Tax authority is presently
      in
      progress, nor has Key, including through notice to its officers and directors,
      been notified of any request
      or proposal for any such an audit or other examination.

     

    (e) No
      claim
      dispute or adjustment relating to any Tax liability of Key has been raised
      or
      proposed, formally or informally, by any Tax authority to Key or any
director
      or officer of Key.

     

    
      
         

      

      
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    (f) Key
      has
      no liability for any material unpaid Taxes which have not been accrued for
      or
      reserved on Key’s balance sheets included in the audited financial statements
      for the most recent fiscal year ended, whether asserted or unasserted,
      contingent or otherwise, which would constitute a Key Material Adverse Effect,
      other than any liability for unpaid Taxes that may have accrued since the end
      of
      the most recent fiscal year in connection with the operation of the business
      of
      Key in the ordinary course of business.

     

    (g) Key,
      the
      directors and officers of Key, or any of its Affiliates do not have Knowledge
      of
      any fact and have not taken or agreed to take any action, failed to take any
      action or is aware of any fact or circumstance, that could prevent the
      transactions contemplated hereby from qualifying as a tax-free contribution
      governed by Section 351(a) of the Code.] 

     

    (h) Key
      is
      not a party or bound to any tax allocation or sharing agreement. Key (i) has
      not
      been a member of an Affiliated Group filing a consolidated federal Income Tax
      Return (other than a group the common parent of which was Key), or (ii) has
      no
      liability for the Taxes of any Person (other than Key or any of its
      Subsidiaries) under Treas. Reg. 1.1502-6 (or any similar provision of local,
      state or foreign law), as a transferee or successor, by contract or
      otherwise.

     

    (i) Key
      has
      not distributed stock of another Person, or has had its stock distributed by
      another Person, in a transaction that was purported or intended to be governed
      in whole or in part by Sections 355 or 361 of the Code.

     

    3.13 Brokers.
      Except
      as set forth on Schedule
      3.13,
      Key has
      not incurred, nor will it incur, directly or indirectly, any liability for
      brokerage or finders’ fees or agent’s commissions or
      any
      similar charges in connection with this Agreement or any transaction
      contemplated hereby.

     

    3.14 Agreements,
      Contracts and Commitments.
      

     

    (a) Except
      as
      set forth in the Key SEC Reports filed prior to the date of this Agreement,
      there are no contracts, agreements, leases, mortgages, indentures, notes, bonds,
      liens, licenses, permits, franchises, purchase orders, sales orders or other
      understandings, commitments or obligations (including without limitation
      outstanding offers or proposals) of any kind, whether written or oral, to which
      Key is a party or by or to which any of the properties or assets of Key may
      be
      bound, subject or affected, which either (i) creates or imposes a liability
      greater than $25,000, or (ii) may not be cancelled by Key on less than 30 days’
or less prior notice (“Key
      Contracts”).
      All
      Key Contracts are set forth in Schedule
      3.14
      other
      than those that are exhibits to the Key SEC Reports.

     

    (b) Each
      Key
      Contract was entered into at arms’ length and in the ordinary course, is in full
      force and effect and is valid and binding upon and
      enforceable against each of the parties thereto. True, correct and complete
      copies of all Key
      Contracts
      (or written summaries in the case of oral Key
      Contracts)
      and of all outstanding offers or proposals of Key
      have
      been
      heretofore delivered to the Company.

     

    (c) Neither
      Key nor, to the Knowledge of Key, any other party thereto is in breach of or
      in
      default under, and no event has occurred which with notice or lapse of time
      or
      both would become a breach of or default under, any Key Contract, and no party
      to any Key Contract has given any written notice of any claim of any such
      breach, default or event, which, individually or in the aggregate, are
      reasonably likely to have a Material Adverse Effect on Key. Each agreement,
      contract or commitment to which Key is a party or by which it is bound that
      has
      not expired by its terms is in full force
      and
      effect, except where such failure to be in full force and effect is not
      reasonably likely to have a Material Adverse Effect on Key.

     

    
      
         

      

      
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    3.15 Insurance.
      Except
      for directors’ and officers’ liability insurance, Key does not maintain any
      insurance policies.

     

    3.16 Interested
      Party Transactions.
      Except
      as set forth in the Key SEC Reports filed prior to the date of this Agreement,
      no employee, officer, director or stockholder of Key or a member of his or
      her
      immediate family is indebted to Key nor is Key indebted (or committed to make
      loans or extend or guarantee credit) to any of them, other than reimbursement
      for reasonable expenses incurred on behalf of Key. To Key’s knowledge, none of
      such individuals has any direct or indirect ownership interest in any Person
      with whom Key is affiliated or with whom Key has a material contractual
      relationship, or any Person that competes with Key, except that each employee,
      stockholder, officer or director of Key and members of their respective
      immediate families may own less than 5% of the outstanding stock in publicly
      traded companies that may compete with Key. To Key’s knowledge, no officer,
      director or stockholder or any member of their immediate families is, directly
      or indirectly, interested in any material contract with Key (other than such
      contracts as relate to any such individual ownership of capital stock or other
      securities of Key).

     

    3.17 Indebtedness.
      Key has
      no indebtedness for borrowed money.

     

    3.18 Over-the-Counter
      Bulletin Board Quotation.
      Key
      Common Stock is quoted on the Over-the-Counter Bulletin Board (“OTC
      BB”).
      There
      is no action or proceeding pending or, to Key’s Knowledge, threatened against
      Key by NASDAQ or NASD, Inc. (“NASD”)
      with
      respect to any intention by such entities to prohibit or terminate the quotation
      of Key Common Stock on the OTC BB. 

    


    3.19 Board
      Approval.
      The
board
      of
      directors
      of Key
      (including any required committee or subgroup of the board
      of
      directors
      of Key)
      has, as of the date of this Agreement, unanimously (i) declared the advisability
      of the Mergers and approved this Agreement and the transactions contemplated
      hereby, (ii) determined that the Mergers are in the best interests of the
      stockholders of Key, and (iii) determined that the fair market value of the
      Company is equal to at least 80% of Key’s net assets.

     

    3.20 Trust
      Fund.
      As of
      the date hereof and at the Closing Date, Key has and will have no less than
      $48,700,000 invested in United States Government securities or in money market
      funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940 in a trust account administered by Continental
      Stock Transfer and Trust Company (the “Trust
      Fund”),
      less
      such amounts, if any, as Key is required to pay to stockholders who elect to
      have their shares converted to cash in accordance with the provisions of Key’s
      Charter Documents.

     

    
      
         

      

      
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    3.21 Governmental
      Filings.
      Except
      as set forth in Schedule
      3.21,
      Key has
      been granted and holds, and has made, all filings necessary with Governmental
      Entities to
      the
      conduct by Key
      of
      its
      business (as presently conducted) or used or held for use by Key,
      and
      true, complete and correct copies of which have heretofore been delivered to
      the
      Company. Each such filing is in full force and effect and will not expire prior
      to December 31, 2007, and Key
      is
      in compliance
      with all of its obligations with respect thereto. No event has occurred and
      is
      continuing which requires or permits, or after notice or lapse of time or both
      would require or permit, and consummation of the transactions contemplated
      by
      this Agreement or any ancillary documents will not require or permit (with
      or
      without notice or lapse of time, or both), any modification or termination
      of
      any such filings except such events which, either individually or in the
      aggregate, would not have a Material Adverse Effect upon Key.

     

    3.22 Sarbanes-Oxley;
      Internal Accounting Controls.
      Key is
      in material compliance with all provisions of the Sarbanes-Oxley Act of 2002
      which are applicable to it as of the Closing Date. Key’s
      certifying officers have evaluated the effectiveness of Key’s
      disclosure controls and procedures as of the end of the period covered by
Key’s
      most
      recently filed periodic report under the Exchange Act (such date, the
“Evaluation
      Date”).
      Key
      presented
      in its most recently filed periodic report under the Exchange Act the
      conclusions of the certifying officers about the effectiveness of the disclosure
      controls and procedures based on their evaluations as of the Evaluation
      Date. 

     

    3.23 Private
      Placement.
      Assuming the accuracy of the Members’ representations and warranties set forth
      in Section 1.15, no registration under the Securities Act is required for the
      offer and sale of the Parent Common Stock by Key to the Members as contemplated
      hereby. The issuance and sale of the Parent Common Stock hereunder does not
      contravene the rules and regulations of the OTC BB.

     

    3.24 Investment
      Company.
      Key is
      not, and is not an Affiliate of, and immediately after receipt of payment for
      the Parent Common Stock, will not be or be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as
      amended. 

     

    3.25 Listing
      and Maintenance Requirements.
      Key’s
      Common Stock is registered pursuant to Section 15(d) of the Exchange Act, and
      Key has taken no action designed to, or which is likely to have the effect
      of,
      terminating the registration of the Common Stock under the Exchange Act nor
      has
      Key received any notification that the SEC is contemplating terminating such
      registration. Key has not, in the 12 months preceding the date hereof, received
      notice from the OTC BB to the effect that Key is not in compliance with the
      listing or maintenance requirements of the OTC BB. Key is, and has no reason
      to
      believe that it will not in the foreseeable future continue to be, in compliance
      with all such listing and maintenance requirements. 

     

    3.26 Application
      of Takeover Protections.
      Key and
      its board
      of
      directors
      have
      taken all necessary action, if any, in order to render inapplicable any control
      share acquisition, business combination, poison pill (including any distribution
      under a rights agreement) or other similar anti-takeover provision under Key’s
      Certificate of Incorporation (or similar charter documents) or the laws of
      its
      state of incorporation that is or could become applicable to the Members as
      a
      result of the Mergers, including without limitation as a result of Key’s
      issuance of Parent Common Stock and the Members’ ownership of the Parent Common
      Stock. 

     

    
      
         

      

      
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    3.27 No
      Integrated Offering.
      Assuming the accuracy of the Members’ representations and warranties set forth
      in Section 1.15, neither Key, nor any of its affiliates, nor any Person acting
      on its or their behalf has, directly or indirectly, made any offers or sales
      of
      any security or solicited any offers to buy any security, under circumstances
      that would cause this offering of the Parent Common Stock to be integrated
      with
      prior offerings by Key for purposes of the Securities Act or any applicable
      shareholder approval provisions of the OTC BB on which any of the securities
      of
      Key are listed or designated.

     

    3.28 Manipulation
      of Price. 
      Key has not, and to its Knowledge no one acting on its behalf has, (i) taken,
      directly or indirectly, any action designed to cause or to result in the
      stabilization or manipulation of the price of any security of Key to facilitate
      the sale or resale of any of its Common Stock, (ii) sold, bid for, purchased,
      or
      paid any compensation for soliciting purchases of, any of the securities of
      Key,
      or (iii) paid or agreed to pay to any person any compensation for soliciting
      another to purchase any other securities of Key. 

     

    3.29 Representations
      and Warranties Complete.
      The
      representations and warranties of Key included in this Agreement, as modified
      by
      the Key Schedules, are true and complete in all material respects and do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements contained
      therein not misleading, under the circumstance under which they were made.
      Except for the representations and warranties made by Key and the Merger Sub
      in
      this Agreement, neither Key nor any other Person makes any representation or
      warranty with respect to Key or the Merger Sub or their respective business,
      operations, assets, liabilities, condition (financial or otherwise) or
      prospects, notwithstanding the delivery or disclosure to the Company or any
      of
      its Affiliates or representatives of any documentation, forecasts, projections
      or other information with respect to any one or more of the
      foregoing.

     

    3.30 Survival
      of Representations and Warranties.
      The
      representations and warranties of Key set forth in this Agreement shall not
      survive the Closing.

     

    ARTICLE
      IV 

    CONDUCT
      PRIOR TO THE EFFECTIVE TIME

     

    4.1 Conduct
      of Business by Company and Key.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement pursuant to its terms or the Closing, each
      of
      the Company (including its Subsidiaries), Key, Parent and each Merger Sub shall,
      except to the extent that the other party (either the Company or Key, as
      applicable) shall otherwise consent in writing, which consent shall not be
      unreasonably withheld, carry on its business in the usual, regular and ordinary
      course consistent with past practices, in substantially the same manner as
      heretofore conducted and in compliance with all applicable laws and regulations
      (except where noncompliance would not have a Company Material Adverse Effect
      or
      a Project Material Adverse Effect), pay its debts and taxes when due subject
      to
      good faith disputes over such debts or taxes, pay or perform other material
      obligations when due, and use its commercially reasonable efforts consistent
      with past practices and policies to (A) preserve substantially intact its
      present business organization, (B) keep available the services of its present
      officers and employees and (C) preserve its relationships with customers,
      suppliers, distributors, licensors, licensees, and others with which it has
      significant business dealings. Unless otherwise noted, all references to the
      Company and its Subsidiaries in this Article IV shall mean the Company on an
      as
      reorganized basis as such reorganization is set forth on Schedule
      2.2(a)
      hereto.
      In addition, except as required or permitted by the terms of this Agreement
      or
      set forth in Schedule
      4.1
      hereto,
      without the prior written consent of the other party, which consent shall not
      be
      unreasonably withheld, during the period from the date of this Agreement and
      continuing until the earlier of the termination of this Agreement pursuant
      to
      its terms or the Closing, each of the Company, Key, Parent and each Merger
      Sub
      shall not do any of the following:

     

    
      
         

      

      
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    (a) Waive
      any
      stock repurchase or similar rights, accelerate, amend or (except as specifically
      provided for herein) change the period of exercisability of options
      or restricted stock, or reprice options granted under any employee, consultant,
      director or other stock (or similar) plans or authorize cash payments in
      exchange for any options granted under any of such plans;

     

    (b) Grant
      any
      severance or termination pay to any officer or employee except pursuant to
      applicable law, written agreements outstanding, or policies
      existing on the date hereof and as previously or concurrently disclosed in
      writing or made available to the other party, or adopt any new severance plan,
      or amend or modify or alter in any manner any severance plan, agreement or
      arrangement existing on the date hereof; 

     

    (c) Transfer
      or license to any person or otherwise extend, amend or modify any material
      rights to any Intellectual Property of the Company (or its Subsidiaries) or
      Key,
      as
      applicable, or enter into grants to transfer or license to any person future
      patent rights, other than in the ordinary course of business consistent with
      past practices provided that in no event shall the Company or Key
      license
      on an exclusive basis or sell any Intellectual Property of the Company
(or
      its
      Subsidiaries),
      or
Key
      as
      applicable;

     

    (d) Declare,
      set aside or pay any dividends on or make any other distributions (whether
      in
      cash, stock, equity securities or property) in respect of any capital stock
      or
      split, combine or reclassify any capital stock or issue or authorize the
      issuance of any other securities in respect of, in lieu of or in substitution
      for any capital stock except, after notice to Parent, for: (i) distributions
      made to the Members for payment of taxes with respect to income of the Company
      (or its Subsidiaries), which shall include reserves for the payment of taxes
      due
      after Closing with respect to income of the Company earned prior to Closing
      subject to post-Closing adjustments based on actual tax liability incurred;
      and
      (ii) distributions of $20,000,000 to pay back loans from Members; 

     

    (e) Purchase,
      redeem or otherwise acquire, directly or indirectly, any shares of capital
      stock
      or membership interests, as applicable, of the Company (or its Subsidiaries)
      and
      Key, as applicable, including repurchases
      of unvested shares or membership interests, as applicable, at cost in connection
      with the termination of the relationship with any employee or consultant
      pursuant to stock or purchase agreements in effect on the date
      hereof;

     

    
      
         

      

      
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    (f) Issue,
      deliver, sell, authorize, pledge or otherwise encumber, or agree to any of
      the
      foregoing with respect to, any shares of capital stock or
      membership interests, as applicable, or any securities convertible into or
      exchangeable for shares of capital stock or membership interests, as applicable,
      or subscriptions, rights, warrants or options to acquire any shares of capital
      stock or membership interests, as applicable, or any securities convertible
      into
      or exchangeable for shares of capital stock or membership interests, as
      applicable, or enter into other agreements or commitments of any character
      obligating it to issue any such shares or convertible or exchangeable
      securities. In the event that the Company issues any membership or similar
      ownership interests prior to Closing, the transferee will agree to be bound
      by
      the terms and conditions of this Agreement, such agreement to be in form and
      substance reasonably satisfactory to Parent;

     

    (g) Amend
      its
      Charter Documents unless required to do so hereunder;

     

    (h) Acquire
      or agree to acquire by merging or consolidating with, or by purchasing any
      equity interest in or a portion of the assets of, or by any other manner, any
      business or any corporation, partnership, association or other business
      organization or division thereof, or otherwise acquire or agree to acquire
      any
      assets which are material, individually or in the aggregate, to the business
      of
      Key or the Company (or any of its Subsidiaries) as applicable, or enter into
      any
      joint ventures, strategic partnerships or alliances or other arrangements that
      provide for exclusivity of territory or otherwise restrict such party’s ability
      to compete or to offer or sell any products or services except as otherwise
      contemplated by this Agreement; 

     

    (i) Sell,
      lease, license, encumber or otherwise dispose of any properties or assets,
      except (A) sales of individual condominium units in the ordinary course of
      business consistent with past practice at fair market value to unaffiliated
      purchasers who, together with their affiliates, are not purchasing more than
      an
      aggregate of ten units in any individual project; and (B) and the sale, lease
      or
      disposition (other than through licensing) of property or assets that are not
      material, individually or in the aggregate, to the business of such
      party;

     

    (j) Incur
      any
      indebtedness for borrowed money in excess of $1,000,000 in the aggregate (other
      than purchase money debt in connection with the acquisition by the Company
      of
      vehicles, office equipment and operating equipment not exceeding $1,000,000
      in
      the aggregate) or in connection with the purchase of real property (including
      any personal property directly or indirectly related to such real property)
      or
      guarantee any such indebtedness of another person, issue or sell any debt
      securities or options, warrants, calls or other rights to acquire any debt
      securities of Key or the Company (or its Subsidiaries), as applicable, enter
      into any “keep well” or other agreement to maintain any financial statement
      condition or enter into any arrangement having the economic effect of any of
      the
      foregoing; provided that notwithstanding
      the foregoing, the Company may without Key’s
      consent
      (i)
      obtain a line of credit of up to $100,000,000 with a commercial bank on
      customary terms, and (ii) enter into the Bridge Loan as described on
Schedule
      6.2(n)
      hereto;


     

    (k) Adopt
      or
      amend any employee compensation or benefit plan, policy or arrangement, any
      employee stock or membership interest purchase or employee stock or membership
      interest option plan, or enter into any employment contract or collective
      bargaining agreement (other than offer letters and letter agreements entered
      into in the ordinary course of business consistent with past practice with
      employees who are terminable “at will”), grant or pay any special bonus or
      special remuneration to any director or employee, or increase the salaries
      or
      wage rates or fringe benefits (including rights to severance or indemnification)
      of its directors, officers, employees or consultants, except in the ordinary
      course of business consistent with past practices and as otherwise contemplated
      by this Agreement; 

     

    
      
         

      

      
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    (l) Except
      in
      the ordinary course of business consistent with past practices, pay, discharge,
      settle or satisfy any claims, liabilities or obligations (absolute, accrued,
      asserted or unasserted, contingent or otherwise), or litigation (whether or
      not
      commenced prior to the date of this Agreement) other than the payment,
      discharge, settlement or satisfaction, in the ordinary course of business
      consistent with past practices or in accordance with their terms, or liabilities
      recognized or disclosed in the Unaudited Financial Statements or in the most
      recent financial statements included in the Key SEC Reports filed prior to
      the
      date of this Agreement, as applicable, or incurred since the date of such
      financial statements, or waive the benefits of, agree to modify in any manner,
      terminate, release any person from or knowingly fail to enforce any
      confidentiality or similar agreement to which the Company (or its Subsidiaries)
      is a party or of which the Company (or its Subsidiaries) is a beneficiary or
      to
      which Key is a party or of which Key is a beneficiary, as
      applicable;

     

    (m) Except
      in
      the ordinary course of business consistent with past practices, modify, amend
      or
      terminate any Material Company Contract or Key Contract,
      as applicable, or waive, delay the exercise of, release or assign any material
      rights or claims thereunder;

     

    (n) Except
      as
      required by U.S. GAAP, revalue any of its assets or make any change in
      accounting methods, principles or practices;

     

    (o) Except
      in
      the ordinary course of business consistent with past practices or as set forth
      below in this Section 4.1(o), incur or enter into any agreement, contract or
      commitment requiring
      such party to pay in excess of $1,000,000 in any 12 month period, other than
      the
      Company under a Routine Operating Contract; provided, that, notwithstanding
      the
      foregoing the Company may (i) without Key’s
      consent
      enter
      into any agreement, contract or commitment requiring
      such party to pay in excess of $2,000,000 in any 12 month period if such
      agreement provides for a refundable deposit in favor of the Company and the
      Company provides written notice to Key
      of
      the
      material terms and conditions of such agreement, contract or commitment within
      one week after such agreement, contract or commitment becomes effective, (ii)
      without Key’s
      consent
      enter
      into any agreement, contract or commitment requiring
      such party to pay in excess of $2,000,000 in any 12 month period if such
      agreement provides for a refundable deposit in favor of the Company and the
      Company provides prior written notice to Key
      of
      the
      material terms and conditions of such agreement, contract or commitment, (iii)
      without Key’s
      consent
      enter
      into any agreement, contract or commitment requiring
      such party to pay up to $1,000,000 in any 12 month period if such agreement
      provides for a non-refundable deposit payable by the Company and the Company
      provides written notice to Key
      of
      the
      material terms and conditions of such agreement, contract or commitment within
      one week after such agreement, contract or commitment becomes effective, (iv)
      with prior written consent of Key
      consent
      enter
      into any agreement, contract or commitment requiring
      such party to pay in excess of $1,000,000 in any 12 month period if such
      agreement provides for a non-refundable deposit payable by the Company, or
      (v)
      without Key’s
      consent, enter into an agreement with an Optioned Property Provider that does
      not create any liability to the Company in excess of $1,000,000 provided that
      the Company notifies Key
      of
      such
      agreement within five business days of the date of entering into such agreement.
      

     

    
      
         

      

      
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    (p) 
      Take any
      action that (without regard to any action taken, or agreed to be taken, by
      Key
      or any of its Affiliates) could prevent the transactions contemplated by this
      Agreement from qualifying as a tax-free contribution within the meaning of
      Section 351(a) of the Code;

     

    (q) Make
      or
      rescind any Tax elections that, individually or in the aggregate, could be
      reasonably likely to adversely affect in any material respect the Tax liability
      or Tax attributes of such party, settle or compromise any material income tax
      liability or, except as required by applicable law, materially change any method
      of accounting for Tax purposes or prepare or file any Return in a manner
      inconsistent with past practice;

     

    (r) Form,
      establish or acquire any Subsidiary except as contemplated by this Agreement;
      

     

    (s) Permit
      any Person to exercise any of its discretionary rights under any Plan to provide
      for the automatic acceleration of any outstanding options,
      the termination of any outstanding repurchase rights or the termination of
      any
      cancellation rights issued pursuant to such plans;

     

    (t) Make
      capital expenditures except in accordance with prudent business and operational
      practices consistent with prior practice;

     

    (u) Take
      or
      omit to take any action, the taking or omission of which would be reasonably
      anticipated to have a Material Adverse Effect;

     

    (v) Enter
      into any transaction with or distribute or advance any assets or property to
      any
      of its officers, directors, partners, stockholders or other affiliates (other
      than payment of salary and benefits in the ordinary course of business
      consistent with past practice); or

     

    (w) Amend,
      modify, waive, terminate or otherwise change any of the terms or conditions
      of
      the Optioned Property Agreement; or

     

    (x) Agree
      in
      writing or otherwise agree, commit or resolve to take any of the actions
      described in Section 4.1 (a) through (v) above.

     

    In
      the
      event that Key does not consent to any action proposed to be taken by the
      Company pursuant to this Section 4.1, nothing shall prevent the Members from
      taking such action by the way of another entity or individually.

    


    
      
         

      

      
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    ARTICLE
      V 

    ADDITIONAL
      AGREEMENTS

     

    5.1 Proxy
      Statement; Key Stockholders’ Meeting.
      (a) As
      soon as practicable after receipt by Key from the Company of all financial
      and
      other information relating to the Company as Key may reasonably request for
      its
      preparation, the execution of this Agreement, Key shall prepare and file with
      the SEC under the Exchange Act, and with all other applicable regulatory bodies,
      proxy materials for the purpose of soliciting proxies from holders of Key Common
      Stock to vote in favor of: (i) the adoption of this Agreement and the approval
      of the Merger (“Key
      Stockholder Approval”)
      and
      (ii) the adoption of a Stock Incentive Plan in a form reasonably acceptable
      to
      Key and the Company (the “Key
      Plan”),
      at a
      meeting of holders of Key Common Stock to be called and held for such purpose
      (the “Key
      Stockholders’ Meeting”).
      The
      Key Plan shall provide that an aggregate of 3,000,000 shares of Common Stock
      shall be reserved for issuance pursuant to the Key Plan. Such proxy materials
      shall be in the form of the Proxy Statement to be used for the purpose of
      soliciting such proxies from holders of Key Common Stock and the Proxy Statement
      shall comply in all material respects with all applicable requirements of law
      and the rules and regulations promulgated thereunder. The Company shall furnish
      to Key all information concerning the Company as Key may reasonably request
      in
      connection with the preparation of the Proxy Statement. Each of Key and the
      Company will notify the other promptly upon the receipt of any comments from
      the
      SEC or its staff and of any request by the SEC or its staff or any other
      governmental officials for amendments or supplements to the Proxy Statement
      and
      it will supply the other with copies of all correspondence between the SEC
      or
      its staff or other governmental officials with respect to the Proxy Statement
      or
      the Mergers. The Company and its counsel shall be given an opportunity to review
      and comment on the Proxy Statement prior to its filing with the SEC. Key, with
      the assistance of the Company, shall promptly respond to any SEC comments on
      the
      Proxy Statement and shall otherwise use reasonable best efforts to cause the
      Proxy Statement to be approved for issuance by the SEC as promptly as
      practicable. Key shall also take any and all such actions to satisfy the
      requirements of the Securities Act and the Exchange Act. Prior to the Closing
      Date, Key shall use its reasonable best efforts to cause the shares of Key
      Common Stock to be issued pursuant to the Mergers to be registered or qualified
      under all applicable Blue Sky Laws of each of the states and territories of
      the
      United States in which it is believed, based on information furnished by the
      Company, holders of the Company membership interests reside and to take any
      other such actions that may be necessary to enable the Key Common Stock
      Interests to be issued pursuant to the Mergers in each such
      jurisdiction.

     

    (b) As
      soon
      as practicable following its approval by the SEC, Key shall distribute the
      Proxy
      Statement to the holders of Key Common Stock and, pursuant thereto, shall call
      the Key Stockholders’ Meeting in accordance with the DGCL and, subject to the
      other provisions of this Agreement, solicit proxies from such holders to vote
      in
      favor of the adoption of this Agreement and the approval of the Mergers and
      other matters presented to the stockholders of Key for approval or adoption
      at
      the Key Stockholders’ Meeting, including, without limitation, the matters
      described in Section 5.1(a).

     

    
      
         

      

      
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    (c) Key
      shall
      comply with all applicable provisions of and rules under the Exchange Act and
      all applicable provisions of the DGCL in the preparation, filing and
      distribution of the Proxy Statement, the solicitation of proxies thereunder,
      and
      the calling and holding of the Key Stockholders’ Meeting. Without limiting the
      foregoing, Key shall ensure that the Proxy Statement does not, as of the date
      on
      which it is distributed to the holders of Key Common Stock, and as of the date
      of the Key Stockholders’ Meeting, contain any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the statements
      made, in light of the circumstances under which they were made, not misleading
      (provided that Key shall not be responsible for the accuracy or completeness
      of
      any information relating to the Company or any other information furnished
      by
      the Company for inclusion in the Proxy Statement). The Company represents and
      warrants that the information relating to the Company supplied by the Company
      for inclusion in the Proxy Statement will not as of the date of its distribution
      to the holders of Key Common Stock (or any amendment or supplement thereto)
      or
      at the time of the Key Stockholders’ Meeting contain any statement which, at
      such time and in light of the circumstances under which it is made, is false
      or
      misleading with respect to any material fact, or omits to state any material
      fact required to be stated therein or necessary in order to make the statement
      therein not false or misleading.

     

    (d) Key,
      acting through its board of directors, shall include in the Proxy Statement
      the
      recommendation of its board of directors that the holders
      of Key
      Common
      Stock vote in favor of the
      adoption of this Agreement and the approval of the Mergers and the other matters
      presented to the stockholders of Key for approval or adoption at the Key
      Stockholders’ Meeting, including, without limitation, the matters described in
      Section 5.1(a), and
      shall
      otherwise use reasonable best efforts to obtain the Key
      Stockholder
      Approval.

     

    5.2 Directors
      and Officers of Key and the Surviving Entities.
      

     

    (a) From
      and
      after the Effective Time, until successors are duly elected or appointed and
      qualified in accordance with applicable law, (a) the board of directors of
      Key
      Merger Sub at the Effective Time shall be the board of directors of the Cay
      Surviving Entity and (b) the officers of the Company at the Effective Time
      shall
      be the officers of the Cay Surviving Entity. From and after the Initial
      Effective Time, until successors are duly elected or appointed and qualified
      in
      accordance with applicable law, (a) the directors of Key Merger Sub at the
      Initial Effective Time shall be the directors of the Key Surviving Entity and
      (b) the officers of Key at the Initial Effective Time shall be the officers
      of
      the Key Surviving Entity. Until successors are duly elected or appointed and
      qualified in accordance with applicable law, (a) the board of directors of
      Key
      immediately before the Initial Effective Time shall be the board of directors
      of
      Parent immediately after the Effective Time and (b) the officers of Key
      immediately before the Initial Effective Time shall be the officers of Parent
      immediately after the Effective Time.

     

    (b) Notwithstanding
      the provisions of Section 5.2(a) hereof, Key and the Company shall take all
      necessary action so that the board
      of
      directors
      of Key
      immediately before the Initial Effective Time and of Parent immediately after
      the Effective Time shall consist of two members
      designated by Key, two members designated by the Company and between one and
      five independent members designated by the Members, and that the persons listed
      on Schedule
      5.2
      are
      appointed to the positions of officers of Key and the Key Surviving Entity
      immediately before the Initial Effective Time, and Parent immediately after
      the
      Effective Time, as set forth therein, to serve in such positions effective
      immediately after the Closing. The Members, on one hand, and Jeffrey Davidson
      and Udi Toledano of Key, on the other hand, shall enter into a voting agreement
      pursuant to which (i) they agree to vote for the other’s designees to the board
      of directors of Key and the Parent, as applicable, through the annual meeting
      of
      the stockholders of Key to be held in 2010 and (ii) they agree to vote for
      one
      designee of Key and the Parent, as applicable, to be determined by Jeffrey
      Davidson and Udi Toledano, to the board of directors of Parent through the
      annual meeting of the stockholders of Parent to be held in 2012.

     

    
      
         

      

      
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    5.3 HSR
      Act.
      If
      required pursuant to the HSR Act, as promptly as practicable after the date
      of
      this Agreement, Key and the Company shall each prepare and file the notification
      required of it thereunder in connection with the transactions contemplated
      by
      this Agreement and shall promptly and in good faith respond to all information
      requested of it by the Federal Trade Commission and Department of Justice in
      connection with such notification and otherwise cooperate in good faith with
      each other and such Governmental Entities. Key and the Company shall (a)
      promptly inform the other of any communication to or from the Federal Trade
      Commission, the Department of Justice or any other Governmental Entity regarding
      the transactions contemplated by this Agreement, (b) give the other prompt
      notice of the commencement of any action, suit, litigation, arbitration,
      proceeding or investigation by or before any Governmental Entity with respect
      to
      such transactions, and (c) keep the other reasonably informed as to the status
      of any such action, suit, litigation, arbitration, proceeding or investigation.
      Filing fees with respect to the notifications required under the HSR Act shall
      be shared equally by Key and the Company.

     

    5.4 Other
      Actions.
      (a) Key
      shall continue to file all reports required to be filed by the SEC in a timely
      manner which (i) will be prepared in accordance and comply in all material
      respects with the requirements of the Securities Act or the Exchange Act, as
      the
      case may be, and the rules and regulations of the SEC thereunder applicable
      to
      such Key SEC Reports, and (ii) will not at the time they are filed (and if
      amended or superseded by a filing prior to the date of this Agreement then
      on
      the date of such filing or as so amended or superseded) contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. Except to the
      extent set forth in the preceding sentence, Key makes no representation or
      warranty whatsoever concerning the Key SEC Reports as of any time other than
      the
      time they were filed. At least five (5) days prior to Closing, Key shall prepare
      a draft Form 8-K announcing the Closing, together with, or incorporating by
      reference, the financial statements prepared by the Company and its accountant,
      and such other information that may be required to be disclosed with respect
      to
      the Mergers in any report or form to be filed with the SEC (“Merger
      Form 8-K”),
      which
      shall be in a form reasonably acceptable to the Company and in a format
      acceptable for EDGAR filing. Prior to Closing, Key and the Company shall prepare
      the press release announcing the consummation of the Mergers hereunder
      (“Press
      Release”).
      Simultaneously with the Closing, Key shall file the Merger Form 8-K with the
      SEC
      and distribute the Press Release.

     

    (b) The
      Company and Key shall further cooperate with each other and use their respective
      reasonable best efforts to take or cause to be taken all
      actions, and do or cause to be done all things, necessary, proper or advisable
      on its part under this Agreement and applicable laws to consummate the
Mergers
      and the
      other transactions contemplated hereby as soon as practicable, including
      preparing and filing as soon as practicable all documentation to effect all
      necessary notices, reports and other filings and to obtain as soon as
      practicable all consents, registrations, approvals, permits and authorizations
      necessary or advisable to be obtained from any third party (including the
      respective independent accountants of the Company and Key)
      and/or
      any Governmental Entity in order to consummate the Mergers
      or any
      of the other transactions contemplated hereby. This obligation shall include,
      on
      the part of Key,
      sending
      a termination letter to Continental in substantially the form of Exhibit
      A
      attached
      to the Investment Management Trust Agreement by and between Key
      and
      Continental. Subject to applicable laws relating to the exchange of information
      and the preservation of any applicable attorney-client privilege, work-product
      doctrine, self-audit privilege or other similar privilege, each of the Company
      and Key
      shall
      have the right to review and comment on in advance, and to the extent
      practicable each will consult the other on, all the information relating to
      such
      party that appears in any filing made with, or written materials submitted
      to,
      any third party and/or any Governmental Entity in connection with the
Mergers
      and the
      other transactions contemplated hereby. In exercising the foregoing right,
      each
      of the Company and Key
      shall
      act
      reasonably and as promptly as practicable.

     

    
      
         

      

      
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    5.5 Required
      Information.
      In
      connection with the preparation of the Merger Form 8-K and Press Release, and
      for such other reasonable purposes, the Company and
      Key
      each
      shall, upon request by the other, furnish the other with all information
      concerning themselves, their respective directors, officers and stockholders
      (including the directors of Key
      and
      the
      Company to be elected effective as of the Closing pursuant to Section 5.2
      hereof) and such other matters as may be reasonably necessary or advisable
      in
      connection with the Mergers,
      or any
      other statement, filing, notice or application made by or on behalf of the
      Company and Key
      to
      any
      third party and/or any Governmental Entity in connection with the Mergers
      and the
      other transactions contemplated hereby. Each party warrants and represents
      to
      the other party that all such information shall be true and correct in all
      material respects and will not contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements contained therein, in light of the circumstances under
      which
      they were made, not misleading.

     

    5.6 Confidentiality;
      Access to Information.
      

     

    (a) Confidentiality.
      Any
      confidentiality agreement previously executed by the parties shall be superseded
      in its entirety by the provisions of this Agreement. Each party agrees to
      maintain in confidence any non-public information received from the other party,
      and to use such non-public information only for purposes of consummating the
      transactions contemplated by this Agreement. Such confidentiality obligations
      will not apply to (i) information which was known to the one party or their
      respective agents prior to receipt from the other party; (ii) information which
      is or becomes generally known; (iii) information acquired by a party or their
      respective agents from a third party who was not bound to an obligation of
      confidentiality; and (iv) disclosure required by law. In the event this
      Agreement is terminated as provided in Article VIII hereof, each party (x)
      will
      return or cause to be returned to the other all documents and other material
      obtained from the other in connection with the Mergers contemplated hereby,
      and
      (y) will use its reasonable best efforts to delete from its computer systems
      all
      documents and other material obtained from the other in connection with the
      Mergers contemplated hereby.

     

    
      
         

      

      
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    (b) Access
      to Information.
      (i)
      Company will afford Key and its financial advisors, accountants, counsel and
      other representatives reasonable access during normal business hours, upon
      reasonable notice, to the properties, books, records and personnel of the
      Company during the period
      prior to the Closing to obtain all information concerning the business,
      including the status of product development efforts, properties, results of
      operations and personnel of the Company, as Key
      may
      reasonably request. No information or knowledge obtained by Key
      in
      any
      investigation pursuant to this Section 5.6 will affect or be deemed to modify
      any representation or warranty contained herein or the conditions to the
      obligations of the parties to consummate the Mergers.

     

    (ii) Key
      will
      afford the Company and its financial advisors, underwriters, accountants,
      counsel and other representatives reasonable access during normal business
      hours, upon reasonable notice, to the properties, books, records and personnel
      of Key during the period prior to the Closing to obtain all information
      concerning the business, including the status of product development efforts,
      properties, results of operations and personnel of Parent and Key, as the
      Company may reasonably request.
      No
      information or knowledge obtained by Parent
      and Key in
      any
      investigation pursuant to this Section 5.6 will affect or be deemed to modify
      any representation or warranty contained herein or the conditions to the
      obligations of the parties to consummate the Mergers.

     

    (iii) Notwithstanding
      anything to the contrary contained herein, each party (“Subject
      Party”)
      hereby
      agrees that by proceeding with the Closing,
      it shall be conclusively deemed to have waived for all purposes hereunder any
      inaccuracy of representation or breach of warranty by another party which is
      actually known by the Subject Party prior to the Closing.

     

    5.7 Charter
      Protections; Directors’ and Officers’ Liability Insurance.
      

     

    (a) All
      rights to indemnification for acts or omissions occurring through the Closing
      Date now existing in favor of the current directors and officers
      of Parent
      as
      provided in the Charter Documents of Parent
      or
      in any
      indemnification agreements shall survive the Mergers
      and
      shall continue in full force and effect in accordance with their
      terms.

     

    (b) For
      a
      period of six (6) years after the Closing Date, Parent shall cause to be
      maintained in effect the current policies of directors’ and officers’
      liability insurance maintained by Parent
      (or
      policies of at least the same coverage and amounts containing terms and
      conditions which are no less advantageous) with respect to claims arising from
      facts and events that occurred prior to the Closing Date.

     

    (c) If
      Parent
      or any of its successors or assigns (i) consolidates with or merges into any
      other Person and shall not be the continuing or surviving
      entity of such consolidation or merger, or (ii) transfers or conveys all or
      substantially all of its properties and assets to any Person, then, in each
      such
      case, to the extent necessary, proper provisions shall be made so that the
      successors and assigns of Parent
      assume
      the obligations set forth in this Section 5.7.

     

    (d) The
      provisions of this Section 5.7 are intended to be for the benefit of, and shall
      be enforceable by, each Person who will have been a director
      or officer of Parent
      or
      Key for
      all
      periods ending on or before the Closing Date and may not be changed without
      the
      consent of Committee referred to in Section 1.16. 

     

    
      
         

      

      
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    5.8 Public
      Disclosure.
      From
      the date of this Agreement until Closing or termination, the parties shall
      cooperate in good faith to jointly prepare all press
      releases and public announcements pertaining to this Agreement and the
      transactions governed by it, and no party shall issue or otherwise make any
      public announcement or communication pertaining to this Agreement or the
      transaction without the prior consent of
      Key
(in
      the
      case of the Company and the Members) or the Company (in the case of Key),
      except
      as required by any legal requirement or by the rules and regulations of, or
      pursuant to any agreement of a stock exchange or trading system. Each party
      will
      not unreasonably withhold approval from the others with respect to any press
      release or public announcement. If any party determines with the advice of
      counsel that it is required to make this Agreement and the terms of the
      transaction public or otherwise issue a press release or make public disclosure
      with respect thereto, it shall, at a reasonable time before making any public
      disclosure, consult with the other party regarding such disclosure, seek such
      confidential treatment for such terms or portions of this Agreement or the
      transaction as may be reasonably requested by the other party and disclose
      only
      such information as is legally compelled to be disclosed. This provision will
      not apply to communications by any party to its counsel, accountants and other
      professional advisors. Notwithstanding the foregoing, the parties hereto agree
      that promptly as practicable after the execution of this Agreement, Key
      will
      file
      with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report
      the execution of this Agreement, with respect to which Key
      shall
      consult with the Company. Key
      shall
      provide to Company for review and comment a draft of the Current Report on
      Form
      8-K prior to filing with the SEC; provided that unless objected to by the
      Company by written notice given to Key
      within
      two (2) days after delivery to the Company specifying the language to which
      reasonable objection is taken, any language included in such Current Report
      shall be deemed to have been approved by the Company and may be filed with
      the
      SEC and used in other filings made by Key
      with
      the
      SEC.

     

    5.9 Reasonable
      Efforts.
      Upon
      the terms and subject to the conditions set forth in this Agreement, each of
      the
      parties agrees to use its commercially reasonable
      efforts to take, or cause to be taken, all actions, and to do, or cause to
      be
      done, and to assist and cooperate with the other parties in doing, all things
      necessary, proper or advisable to consummate and make effective, in the most
      expeditious manner practicable, the Mergers
      and the
      other transactions contemplated by this Agreement, including using commercially
      reasonable efforts to accomplish the following: (i) the taking of all reasonable
      acts necessary to cause the conditions precedent set forth in Article VI to
      be
      satisfied, (ii) the obtaining of all necessary actions, waivers, consents,
      approvals, orders and authorizations from Governmental Entities and the making
      of all necessary registrations, declarations and filings (including
      registrations, declarations and filings with Governmental Entities, if any)
      and
      the taking of all reasonable steps as may be necessary to avoid any suit, claim,
      action, investigation or proceeding by any Governmental Entity, (iii) the
      obtaining of all consents, approvals or waivers from third parties required
      as a
      result of the transactions contemplated in this Agreement, (iv) the defending
      of
      any suits, claims, actions, investigations or proceedings, whether judicial
      or
      administrative, challenging this Agreement or the consummation of the
      transactions contemplated hereby, including seeking to have any stay or
      temporary restraining order entered by any court or other Governmental Entity
      vacated or reversed and (v) the execution or delivery of any additional
      instruments reasonably necessary to consummate the transactions contemplated
      by,
      and to fully carry out the purposes of, this Agreement. In connection with
      and
      without limiting the foregoing, Key
      and
      its
      board of directors and the Company and its board of directors shall, if any
      state takeover statute or similar statute or regulation is or becomes applicable
      to the Mergers,
      this
      Agreement or any of the transactions contemplated by this Agreement, use its
      commercially reasonable efforts to enable the Mergers
      and the
      other transactions contemplated by this Agreement to be consummated as promptly
      as practicable on the terms contemplated by this Agreement. Notwithstanding
      anything herein to the contrary, nothing in this Agreement shall be deemed
      to
      require Key
      or
      the
      Company to agree to any divestiture by itself or any of its affiliates of shares
      of capital stock or of any business, assets or property, or the imposition
      of
      any material limitation on the ability of any of them to conduct their business
      or to own or exercise control of such assets, properties and stock.

     

    
      
         

      

      
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    5.10 Treatment
      as a Reorganization.
      

     

    (a) The
      Company shall not take, and shall use its best efforts not to permit any
      Affiliate of the Company to take, any actions that could impact the Members
      to
      fail to qualify for nonrecognition of gain or loss under Section 351(a) of
      the
      Code.

     

    (b) Key
      shall
      not take, and shall use its best efforts not to permit any Affiliate, including
      any employee, officer or director of Key to take, any actions that could impact
      the Members to fail to qualify for nonrecognition of gain or loss under Section
      351(a) of the Code.

     

    (c) Key
      shall
      use its best efforts, and shall cause its Affiliates to use their best efforts,
      to cause the Members to qualify for nonrecognition of gain or loss with respect
      to the transactions contemplated by this Agreement pursuant to Section 351(a)
      of
      the Code.

     

    (d) The
      Company shall use its best efforts, and shall cause its Affiliates to use their
      best efforts, to cause the Members to qualify for nonrecognition of gain or
      loss
      with respect to the transactions contemplated by this Agreement pursuant to
      Section 351(a) of the Code.]

     

    5.11 No
      Parent Common Stock Transactions.
      Each of
      (a) Udi Toledano, Jeffrey Davidson, the Clark Trust and David Schwarz (and
      their
      affiliates) shall agree that he, she or it shall not, prior to January 1, 2009,
      and (b) all other Members of the Company (and their affiliates) shall agree
      that
      he, she or it shall not, prior to the day that is six (6) months after the
      Closing, sell, transfer or otherwise dispose of an interest in any of the shares
      of Parent Common Stock he, she or it receives as a result of the Mergers other
      than as permitted pursuant to the Lock-Up Agreement in substantially the form
      of
Exhibit
      G
      hereto
      executed by such Person prior to the Closing Date. Notwithstanding the
      foregoing, Dave Clark (and the Clark Trust) and David Schwarz may pledge (or
      engage in any hedging, straddling or other strategies with respect to) up to
      a
      maximum of 15,000,000 shares of Parent Common Stock to a financial institution
      as collateral for personal loans and such exception to restrictions on transfer
      will be set forth in their individual Lock-Up Agreements.

     

    5.12 Certain
      Claims.
      As
      additional consideration for the issuance of Parent Common Stock pursuant to
      this Agreement, each of the Members hereby releases and forever discharges,
      effective as of the Closing Date, the Company and its directors, officers,
      employees and agents, from any and all rights, claims, demands, judgments,
      obligations, liabilities and damages, whether accrued or unaccrued, asserted
      or
      unasserted, and whether known or unknown arising out of or resulting from such
      Member’s (i) status as a holder of an equity interest in the Company; and (ii)
      employment, service, consulting or other similar agreement entered into with
      the
      Company prior to Closing, to the extent that the bases for claims under any
      such
      agreement that survives the Closing arise prior to the Closing, provided,
      however, the foregoing shall not release any obligations of Key or the Parent
      set forth in this Agreement or the Escrow Agreement.

     

    
      
         

      

      
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    5.13 No
      Securities Transactions.
      Neither
      the Company nor any Member or any of their affiliates, directly or indirectly,
      shall engage in any transactions involving the securities of Key prior to the
      time of the making of a public announcement of the transactions contemplated
      by
      this Agreement. The Company shall use its best efforts to require each of its
      officers, directors, employees, agents and representatives to comply with the
      foregoing requirement. Neither Key nor its officers or directors, nor any of
      their respective affiliates, directly or indirectly, shall take any action
      described in Section 3.28 prior to the Closing Date.

     

    5.14 No
      Claim Against Trust Fund.
      The
      Company and the Members acknowledge that, if the transactions contemplated
      by
      this Agreement are not consummated by Key by October 28, 2007, Key will be
      obligated to return to its stockholders the amounts being held in the Trust
      Fund. Accordingly, the Company and the Members hereby waive all rights against
      Key to collect from the Trust Fund any monies that may be owed to them by Key
      for any reason whatsoever, including but not limited to a breach of this
      Agreement by Key or any negotiations, agreements or understandings with Key
      (other than as a result of the Mergers, pursuant to which the Company would
      have
      the right to collect the monies in the Trust Fund), and will not seek recourse
      against the Trust Fund for any reason whatsoever.

     

    5.15 Disclosure
      of Certain Matters.
      Each of
      Key and the Company will provide the other with prompt written notice of any
      event, development or condition that (a) would cause any of such party’s
      representations and warranties to become untrue or misleading or which may
      affect its ability to consummate the transactions contemplated by this
      Agreement, (b) had it existed or been known on the date hereof would have been
      required to be disclosed under this Agreement, (c) gives such party any reason
      to believe that any of the conditions set forth in Article VI will not be
      satisfied, (d) is of a nature that is or may be materially adverse to the
      operations, prospects or condition (financial or otherwise) of Key or the
      Company, or (e) would require any amendment or supplement to the Proxy
      Statement. The parties shall have the obligation to supplement or amend the
      Company Schedules and Key Schedules (the “Disclosure
      Schedules”)
      being
      delivered concurrently with the execution of this Agreement and annexed hereto
      with respect to any matter hereafter arising or discovered after delivery hereof
      which, if existing or known at the date of this Agreement, would have been
      required to be set forth or described in the Disclosure Schedules. The
      obligations of the parties to amend or supplement the Disclosure Schedules
      being
      delivered herewith shall terminate on the Closing Date. Notwithstanding any
      such
      amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a),
      7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties
      shall be made with reference to the Disclosure Schedules as they exist at the
      time of execution of this Agreement, subject to such anticipated changes as
      are
      set forth in Schedule
      4.1
      or
      otherwise expressly contemplated by this Agreement or which are set forth in
      the
      Disclosure Schedules as they exist on the date of this Agreement.

     

    
      
         

      

      
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    5.16 No
      Solicitation.

     

    (a) Until
      this Agreement is terminated pursuant to Section 8.1, the Company will not,
      and
      will cause its Affiliates, employees, agents and representatives not to,
      directly or indirectly, solicit or enter into discussions or transactions with,
      or encourage, or provide any information to, any corporation, partnership or
      other entity or group (other than Key and its designees) concerning any merger,
      sale of ownership interests and/or assets of the Company, recapitalization
      or
      similar transaction. 

     

    (b) Key
      will
      not, and will cause its employees, agents and representatives not to, directly
      or indirectly, solicit or enter into discussions or transactions with, or
      encourage, or provide any information to, any corporation, partnership or other
      entity or group (other than the Company and its designees) concerning any
      merger, purchase of ownership interests and/or assets, recapitalization or
      similar transaction.

     

    (c) The
      Company shall promptly advise Key of the nature of any written offer, proposal
      or indication of interest that is submitted to the Company and the identity
      of
      the Person making such written offer, proposal or indication of
      interest.

     

    5.17 Company
      Actions.
      

     

    (a) The
      Company shall use its best efforts to take such actions as are necessary to
      fulfill its obligations under this Agreement and to enable
      Key,
      Parent and
      each
      Merger Sub to fulfill its obligations hereunder.

     

    (b) Key,
      Parent and each Merger Sub shall use their best efforts to take such actions
      as
      are necessary to fulfill their obligations under this Agreement and to
enable
      the Company to fulfill its obligations hereunder.

     

    5.18 Short
      Sales.
      Key
      covenants that it will not, nor will it instruct any officer or director to,
      execute any Short Sales during the period commencing at the execution of this
      Agreement and ending at the Closing Date. Each of Udi Toledano and Jeffrey
      Davidson shall agree to execute a commitment not to execute any Short Sale
      as
      provided in this Section 5.18. “Short
      Sales”
shall
      include all “short sales” as defined in Rule 200 of Regulation SHO under the
      Exchange Act. 

     

    5.19 Integration.
      Key
      shall not sell, offer for sale or solicit offers to buy or otherwise negotiate
      in respect of any security (as defined in Section 2 of the Securities Act)
      that
      would be integrated with the offer or sale of the Parent Common Stock as
      contemplated pursuant to this Agreement in a manner that would require the
      registration under the Securities Act of the sale of the Parent Common Stock
      to
      the Members as contemplated by this Agreement or that would be integrated with
      the offer or sale of the Parent Common Stock.

     

    
      
         

      

      
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    ARTICLE
      VI 

    CONDITIONS
      TO THE MERGERS

     

    6.1 Conditions
      to Obligations of Each Party to Effect the Mergers.
      The
      respective obligations of each party to this Agreement to effect the Mergers
      shall be subject to the satisfaction at or prior to the Closing Date of the
      following conditions:

     

    (a) HSR
      Act; No Order.
      All
      specified waiting periods, if any, under the HSR Act shall have expired and
      no
      Governmental Entity shall have enacted, issued, promulgated, enforced or entered
      any statute, rule, regulation, executive order,
      decree, injunction or other order (whether temporary, preliminary or permanent)
      which is in effect and which has the effect of making either the Mergers
      illegal
      or otherwise prohibiting consummation of either of the Mergers,
      substantially on the terms contemplated by this Agreement.

     

    (b) Stockholder
      Approval.
      The Key
      Stockholder Approval shall have been duly approved and adopted by the
      stockholders of Key by the requisite vote under the laws of the State of
      Delaware.

     

    (c) Key
      Common Stock.
      Holders
      of twenty percent (20%) or more of the shares of Key Common Stock issued in
      Key’s initial public offering
      of securities and outstanding immediately before the Closing shall not have
      exercised their rights to convert their shares into a pro rata share of the
      Trust Fund in accordance with Key’s
      Charter Documents.

     

    (d) Escrow
      Agreement.
      Parent,
      Key, the Company, the Escrow Agent and the Members shall have executed and
      delivered the Escrow Agreement.

     

    6.2 Additional
      Conditions to Obligations of Company.
      The
      obligations of the Company to consummate and effect the Mergers shall be subject
      to the satisfaction at or prior to the Closing Date of each of the following
      conditions, any of which may be waived, in writing, exclusively by the
      Company:

     

    (a) Representations
      and Warranties.
      Each
      representation and warranty of Key contained in this Agreement that is qualified
      as to materiality shall
      have been true and correct (i) as of the date of this Agreement, and (ii) on
      and
      as of the Closing Date with the same force and effect as if made on the Closing
      Date. Each representation and warranty of Key
      contained
      in this Agreement that is not qualified as to materiality shall have been true
      and correct (x) in all material respects as of the date of this Agreement and
      (y) in all material respects on and as of the Closing Date with the same force
      and effect as if made on the Closing Date. The Company shall have received
      a
      certificate with respect to the foregoing signed on behalf of Key
      by
      an
      authorized officer of Key
      (“Key
      Closing Certificate”).

     

    (b) Agreements
      and Covenants.
      Key
      shall have performed or complied in all material respects with all agreements
      and covenants required by this Agreement
      to be performed or complied with by it on or prior to the Closing Date, except
      to the extent that any failure to perform or comply (other than a willful
      failure to perform or comply or failure to perform or comply with an agreement
      or covenant reasonably within the control of Key)
      does
      not, or will not, constitute a Material Adverse Effect with respect to
Key,
      and the
Key
      Closing
      Certificate shall include a provision to such effect.

     

    
      
         

      

      
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    (c) No
      Litigation.
      No
      action, suit or proceeding shall be pending or threatened before any
      Governmental Entity which is reasonably likely to (i) prevent
      consummation of any of the transactions contemplated by this Agreement, (ii)
      cause any of the transactions contemplated by this Agreement to be rescinded
      following consummation or (iii) affect materially and adversely or otherwise
      encumber the title of the shares of Parent
      Common
      Stock to be issued by Key
      in
      connection with the
      Mergers
      and no
      order, judgment, decree, stipulation or injunction to any such effect shall
      be
      in effect.

     

    (d) Consents.
      Key
      shall have obtained all consents, waivers and approvals required to be obtained
      by Key in connection with the consummation
      of the transactions contemplated hereby, other than consents, waivers and
      approvals the absence of which, either alone or in the aggregate, could not
      reasonably be expected to have a Material Adverse Effect on Key
      and
      the
Key
      Closing
      Certificate shall include a provision to such effect.

     

    (e) Material
      Adverse Effect.
      No
      Material Adverse Effect with respect to Key shall have occurred since the date
      of this Agreement.

     

    (f) Opinion
      of Counsel.
      The
      Company shall have received from Mintz Levin Cohn Ferris Glovsky and Popeo,
      P.C., counsel to Key, an opinion of counsel reasonably acceptable to the
      Company.

     

    (g) Other
      Deliveries.
      At or
      prior to Closing, Key shall have delivered to the Company (i) copies of
      resolutions and actions taken by Key’s board of directors in connection with the
      approval of this Agreement and the transactions contemplated hereunder, and
      (ii)
      such other documents or certificates as shall reasonably be required by the
      Company and its counsel in order to consummate the transactions contemplated
      hereunder.

     

    (h) Press
      Release.
      Key
      shall have delivered the Press Release to the Company, in a form reasonably
      acceptable to the Company.

     

    (i) Resignations.
      The
      persons listed on Schedule
      6.2(i)
      shall
      have resigned from all of their positions and offices with Key.

     

    (j) Trust
      Fund.
      Key
      shall have made appropriate arrangements with Continental to have the Trust
      Fund
      disbursed to
      Key
      immediately upon the Closing.

     

    (k) Registration
      Rights Agreement.
      The
      Registration Rights Agreement among Parent and the Members, in substantially
      the
      form of Exhibit
      F,
      shall
      be in full force and effect.

     

    (l) Warrant
      Lock-Up Agreements.
      Those
      Persons set forth on Schedule
      6.2(l)
      shall
      have entered into lock-up agreements with Parent with respect to their warrants
      and shares of Key Common Stock underlying such warrants, in form and substance
      reasonably satisfactory to the Company.

     

    (m) Short
      Sales.
      Those
      Persons discussed in Section 5.18 above shall have delivered a commitment not
      to
      engage in Short Sales.

     

    
      
         

      

      
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    (n) Assumption
      of Bridge Loan.
      Parent
      shall have assumed the Company’s obligations under that certain bridge loan
      described on Schedule
      6.2(n)
      attached
      hereto (the “Bridge
      Loan”).
      

     

    (o) Key
      Initial Shareholder Escrow.
      The
      following shareholders of Key (the “Key
      Initial Shareholders”)
      shall
      have agreed to place an aggregate of 500,000 shares of their Key Common Stock
      in
      escrow on the following terms and conditions: each of Jeffrey S. Davidson
      (153,518 shares), Udi Toledano (60,821 shares), Janet Toledano (42,333 shares),
      Trust F/B/O Alexander & Anna Toledano DTD 9/2/93 (22,222 shares), W. Thomas
      Parrington (55,555 shares), Glyn F. Aeppel (40,000 shares), Stephen B. Siegel
      (33,334 shares), Robert and Laurie Chefitz (33,334 shares), Dr. Michael J.
      Signorelli (22,222 shares), Burton Koffman (17,778 shares), Rick Davidson
      (13,883 shares) and Elkhorn Partners Limited Partnership (5,000 shares) shall
      have placed such shares in escrow to be released to each Key Initial
      Shareholder, pro rata in accordance with the amounts placed in such escrow
      on
      the following conditions: (i) for the 2008 Performance Period, an aggregate
      of 100,000 shares to be released if after tax earnings of the Company is
      $42,000,000 or higher and an additional 70,000 shares will be released if after
      tax earnings in such period is $52,000,000 or higher, (ii) for the 2009
      Performance Period, an aggregate of 100,000 shares to be released if after
      tax
      earnings of the Company is $60,000,000 or higher and an additional 70,000 shares
      will be released if after tax earnings in such period is $70,000,000 or higher,
      and (iii) for the 2010 Performance Period, an aggregate of 100,000 shares
      to be released if after tax earnings of the Company is $72,000,000 or higher
      and
      an additional 60,000 shares will be released if after tax earnings in such
      period is $82,000,000 or higher. Any shares not released from escrow under
      this
      provision shall be forfeited and returned to Parent. For purposes of this
      provision and the escrow to be created hereunder, the “after tax earnings” of
      the Company shall be computed and all share numbers shall be computed in the
      same manner as such figures and numbers are calculated for purposes of Earn-Out
      Shares.

     

    6.3 Additional
      Conditions to the Obligations of Key.
      The
      obligations of Key to consummate and effect the Mergers shall be subject to
      the
      satisfaction at or prior to the Closing Date of each of the following
      conditions, any of which may be waived, in writing, exclusively by
      Key:

     

    (a) Representations
      and Warranties.
      Each
      representation and warranty of the Company contained in this Agreement that
      is
      qualified as to materiality shall have been true and correct (i) as of the
      date
      of this Agreement and (ii) on and as of the Closing Date with the same force
      and
      effect as if made on the Closing Date. Each representation and warranty of
      the
      Company contained in this Agreement that is not qualified as to materiality
      shall have been true and correct (x) in all material respects as of the date
      of
      this Agreement and (y) in all material respects on and as of the Closing Date
      with the same force and effect as if made on the Closing Date. Parent shall
      have
      received a certificate with respect to the foregoing signed on behalf of the
      Company by an authorized officer of the Company (“Company
      Closing Certificate”).

     

    (b) Agreements
      and Covenants.
      The
      Company and the Members shall have performed or complied in all material
      respects with all agreements and covenants required by this Agreement to be
      performed or complied with by them at or prior to the Closing Date except to
      the
      extent that any failure to perform or comply (other than a willful failure
      to
      perform or comply or failure to perform or comply with an agreement or covenant
      reasonably within the control of Company) does not, or will not, constitute
      a
      Material Adverse Effect on the Company, and the Company Closing Certificate
      shall include a provision to such effect.

     

    
      
         

      

      
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    (c) No
      Litigation.
      No
      action, suit or proceeding shall be pending or threatened before any
      Governmental Entity which is reasonably likely to (i) prevent
      consummation of any of the transactions contemplated by this Agreement, (ii)
      cause any of the transactions contemplated by this Agreement
      to be rescinded following consummation or (iii) affect materially and adversely
      the right of Key or Parent to own, operate or control any of the assets and
      operations of Key, Cay, or any Surviving Entity following the Mergers
      or
      compel Key or Parent to dispose of or hold separate all or any material portion
      of the assets or operations of Cay, or any Surviving Entity and no order,
      judgment, decree, stipulation or injunction to any such effect shall be in
      effect.

     

    (d) Consents.
      The
      Company shall have obtained all consents, waivers, permits and approvals
      required to be obtained by the Company in connection with
      the
      consummation of the transactions contemplated hereby, other than consents,
      waivers and approvals the absence of which, either alone or in the aggregate,
      could not reasonably be expected to have a Material Adverse Effect on
the
      Company
      and the
      Company Closing Certificate shall include a provision to such effect.


     

    (e) Reorganization.
      The
      reorganization of the
      Company
      and its
      Subsidiaries as set forth on Schedule
      2.2(a)
      hereto
      shall have been completed.

     

    (f) Material
      Adverse Effect.
      No
      Material Adverse Effect with respect to the Company shall have occurred since
      the date of this Agreement.

     

    (g) Employment
      Agreements.
      Employment Agreements (including non-competition covenants) between the Company
      and each of Dave Clark and David Schwarz, substantially in the forms of
Exhibit
      H,
      shall
      be in full force and effect.

     

    (h) Opinion
      of Counsel.
      Parent
      shall have received from Greenberg Traurig, P.A., counsel to the Company, an
      opinion of counsel reasonably acceptable to Key.

     

    (i) Comfort
      Letters.
      Parent
      shall have received “comfort” letters in the customary form from Moore,
      Stephens, Lovelace, P.A., dated the date of distribution
      of the Proxy Statement and the Closing Date (or such other date or dates
      reasonably acceptable to Key)
      with
      respect to certain financial statements and other financial information included
      in the Proxy Statement.

     

    (j) Lock-Up
      Agreements.
      Lock-Up
      Agreements between Parent and each of the Persons identified in Section 5.11,
      substantially in the form of Exhibit
      G,
      shall
      be in full force and effect. 

     

    (k) Other
      Deliveries.
      At or
      prior to Closing, the Company shall have delivered to Parent: (i) copies of
      resolutions and actions taken by the Company’s
      board
      of directors and Members in connection with the approval of this Agreement
      and
      the transactions contemplated hereunder, and (ii) such other documents or
      certificates as shall reasonably be required by Parent
      and
      its
      counsel in order to consummate the transactions contemplated
      hereunder.

     

    
      
         

      

      
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    (l) Derivative
      Securities.
      There
      shall be outstanding no options, warrants or other derivative securities
      entitling the holders thereof to acquire shares of Company membership interests
      or other securities of the Company or any of its Subsidiaries.

     

    (m) Interested
      Party Transactions.
      All
      interested party transactions, as described in Section 2.24, including any
      loans
      or other advances to or between the Company and any Subsidiary and any Member,
      officer or director (or any affiliate of any of the foregoing) shall have been
      terminated or repaid in full as applicable. 

     

    (n) Right
      of First Refusal.
      The
      Company (or appropriate Subsidiary) shall have been granted a right of first
      refusal with respect to the commercial development of the Island Homes property
      and to purchase a portion of such property commercially developed at cost (all
      costs, including development costs, carrying costs and transfer costs) which
      right of first refusal will be in form and substance reasonably satisfactory
      to
      Parent and Key.

     

    ARTICLE
      VII 

    INDEMNIFICATION

     

    7.1 Indemnification
      of Key and the Company.
      (a)
      Subject to the terms and conditions of this Article VII (including without
      limitation the limitations set forth in Section 7.4), Parent, Key and the
      Company and their respective representatives, successors and permitted assigns
      (the “Key
      Indemnitees”)
      shall
      be indemnified, defended and held harmless, severally by the Members pro rata
      in
      accordance with the distribution of the Cay Merger Consideration issued to
      them,
      from and against all Losses asserted against, resulting to, imposed upon, or
      incurred by any Key Indemnitee by reason of, arising out of or resulting
      from:

     

    (i) the
      inaccuracy or breach of any representation or warranty of the Company contained
      in this Agreement, or
      any
      certificate delivered by the
      Company
      to
Key
      pursuant
      to this Agreement with respect hereto or thereto in connection with the Closing;
      and

     

    (ii) the
      non-fulfillment or breach of any covenant or agreement the Company contained
      in
      this Agreement.

     

    (b) As
      used
      in this Article VII, the term “Losses”
shall
      include all losses, liabilities, damages, judgments, awards, orders, penalties,
      settlements, costs and expenses (including, without limitation, interest,
      penalties, court costs and reasonable legal fees and expenses) including those
      arising from any demands, claims, suits, actions, costs of investigation,
      notices of violation or noncompliance, causes of action, proceedings and
      assessments whether or not made by third parties or whether or not ultimately
      determined to be valid. Solely for the purpose of determining the amount of
      any
      Losses (and not for determining any breach) for which any party may be entitled
      to indemnification pursuant to Article VII, any representation or warranty
      contained in this Agreement that is qualified by a term or terms such as
“material,” “materially,” or “Material Adverse Effect” shall be deemed made or
      given without such qualification and without giving effect to such
      words.

     

    
      
         

      

      
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    7.2 Indemnification
      of Third Party Claims.
      The
      indemnification obligations and liabilities under this Article VII with respect
      to actions, proceedings, lawsuits, investigations, demands or other claims
      brought against Parent or Key by a Person other than the Company (a
“Third
      Party Claim”)
      shall
      be subject to the following terms and conditions:

     

    (a) Notice
      of Claim.
      Parent,
      acting through the Committee, will give the Members prompt written notice after
      receiving written notice of any Third Party Claim or discovering the liability,
      obligation or facts giving rise to such Third Party Claim (a “Notice
      of Claim”)
      which
      Notice of Third Party Claim shall set forth (i) a brief description of the
      nature of the Third Party Claim, (ii) the total amount of the actual
      out-of-pocket Loss or the anticipated potential Loss (including any costs or
      expenses which have been or may be reasonably incurred in connection therewith),
      and (iii) whether such Loss may be covered (in whole or in part) under any
      insurance and the estimated amount of such Loss which may be covered under
      such
      insurance, and the Representative shall be entitled to participate in the
      defense of Third Party Claim at its expense.

     

    (b) Defense.
      The
      Members shall have the right, at their option (subject to the limitations set
      forth in subsection 7.2(c) below) at their own expense, by written
      notice to Key,
      to
      assume the entire control of, subject to the right of Parent
      to
      participate (at its expense and with counsel of its choice) in, the defense,
      compromise or settlement of the Third Party Claim as to which such Notice of
      Claim has been given, and shall be entitled to appoint a recognized and
      reputable counsel reasonably acceptable to Parent
      to
      be the
      lead counsel in connection with such defense. If the Members are permitted
      and
      elect to assume the defense of a Third Party Claim:

     

    (i) the
      Members shall diligently and in good faith defend such Third Party Claim and
      shall keep Parent reasonably informed of the status of such defense; provided,
      however, that in the case of any settlement providing for remedies other than
      monetary damages for which indemnification is provided, Parent shall have the
      right to approve the settlement, which approval will not be unreasonably
      withheld; and

     

    (ii) Parent
      shall cooperate fully in all respects with the Members in any such defense,
      compromise or settlement thereof, including, without limitation, the selection
      of counsel, and Parent shall make available to the Members all pertinent
      information and
      documents under its control.

     

    (c) Limitations
      of Right to Assume Defense.
      The
      Members shall not be entitled to assume control of such defense if (i) the
      Third
      Party Claim relates to or arises in connection with any criminal proceeding,
      action, indictment, allegation or investigation; (ii) the Third Party Claim
      seeks an injunction or equitable relief against Parent; or (iii) there is a
      reasonable probability that a Third Party Claim may materially and adversely
      affect Key other than as a result of money damages or other money
      payments.

     

    (d) Other
      Limitations.
      Failure
      to give prompt Notice of Claim or to provide copies of relevant available
      documents or to furnish relevant available data shall not affect the
Members’
      duty or
      obligations under this Article VII, except to the extent (and only to the extent
      that) such failure shall have adversely affected the ability of the Members
      to
      defend
      against or reduce the Members’ liability or caused or increased such liability
      or otherwise caused the damages for which the Members are obligated to be
      greater than such damages would have been had Parent given the Members
      prompt
      notice hereunder. So long as the Members
      are
      defending any such action actively and in good faith, Parent shall not settle
      such action. Parent shall make available to the Members
      all
      relevant records and other relevant materials required by them and in the
      possession or under the control of Parent, for the use of the Members
      in
      defending any such action, and shall in other respects give reasonable
      cooperation in such defense.

     

    
      
         

      

      
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    (e) Failure
      to Defend.
      If the
      Members, promptly after receiving a Notice of Claim, fail to defend such Third
      Party Claim actively and in good faith, Parent will (upon further written
      notice) have the right to undertake the defense, compromise or settlement of
      such Third Party Claim as it may determine in its reasonable discretion,
      provided that the Members
      shall
      have the right to approve any settlement, which approval will not be
      unreasonably withheld or delayed.

     

    (f) Key’s
      Rights.
      Anything in this Section 7.2 to the contrary notwithstanding, the Members shall
      not, without the written consent of Parent, settle or compromise any action
      or
      consent to the entry of any judgment which does not include as an unconditional
      term thereof the giving by the claimant or the plaintiff to Parent of a full
      and
      unconditional release from all liability and obligation in respect of such
      action without any payment by Key.

     

    (g) Members
      Consent.
      Unless
      the Members have consented to a settlement of a Third Party Claim, the amount
      of
      the settlement shall not be a binding determination of the amount of the Loss
      and, if applicable, such amount shall be determined in accordance with the
      provisions of the Escrow Agreement.

     

    7.3 Insurance
      Effect.
      To the
      extent that any Losses that are subject to indemnification pursuant to this
      Article VII are covered by insurance, Parent shall
      use
      commercially reasonable efforts to obtain the maximum recovery under such
      insurance; provided that Parent
      shall
      nevertheless be entitled to bring a claim for indemnification under this Article
      VII in respect of such Losses and the time limitations set forth in Section
      7.4
      hereof for bringing a claim of indemnification under this Agreement shall be
      tolled during the pendency of such insurance claim. The existence of a claim
      by
Parent
      for
      monies from an insurer or against a third party in respect of any Loss shall
      not, however, delay any payment pursuant to the indemnification provisions
      contained herein and otherwise determined to be due and owing. If Parent
      has
      received the payment required by this Agreement from the Members in respect
      of
      any Loss and later receives proceeds from insurance or other amounts in respect
      of such Loss, then it shall hold such proceeds or other amounts in trust for
      the
      benefit of the Members and shall pay to the Members, as promptly as practicable
      after receipt, a sum equal to the amount of such proceeds or other amount
      received, up to the aggregate amount of any payments received hereunder or
      from
      the Escrow Account, as applicable, pursuant to this Agreement in respect of
      such
      Loss. Notwithstanding any other provisions of this Agreement, it is the
      intention of the parties that no insurer or any other third party shall be
      (i)
      entitled to a benefit it would not be entitled to receive in the absence of
      the
      foregoing indemnification provisions, or (ii) relieved of the responsibility
      to
      pay any claims for which it is obligated.

     

    
      
         

      

      
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    7.4 Limitations
      on Indemnification.

     

    (a) Survival:
      Time Limitation.
      The
      representations, warranties, covenants and agreements in this Agreement or
      in
      any writing delivered by the Company to Parent or Key in connection with this
      Agreement (including the certificate
      required to be delivered by the
      Company
      pursuant
      to Section 6.3(a)) shall survive the Closing until 18 months after the Closing
      Date (the “Survival
      Period”).
      The
      indemnification and other obligations under this Article VII shall survive
      for
      the same Survival Period and shall terminate with the expiration of such
      Survival Period, except that: (i) any claims for breach of representation or
      warranty made by a party hereunder by filing a demand for arbitration under
      Section 10.12 shall be preserved until final resolution thereof despite the
      subsequent expiration of the Survival Period and (ii) any claims set forth
      in a
      Notice of Claim sent prior to the expiration of such Survival Period shall
      survive until final resolution thereof. Except as set forth in clause (ii)
      above, no claim for indemnification under this Article VII shall be brought
      after the end of the applicable Survival Period.

     

    (b) Deductible.
      No
      amount shall be payable under Article VII unless and until the aggregate amount
      of all indemnifiable Losses otherwise payable exceeds $500,000 in the aggregate
      (the “Deductible”),
      and
      no
      claim shall be made pursuant to this Article VII until such time as the
      aggregate of such Losses exceeds $500,000.
      For the
      avoidance of doubt, Losses in the amount of $500,000
      shall
      function as a “deductible,” and only those amounts in excess of $500,000
      shall
      be
      recoverable pursuant to this Article VII. Notwithstanding
      anything contained herein to the contrary, the Deductible will not be applicable
      to claims arising from fraud, willful misrepresentation or willful misconduct.
      

     

    (c) Aggregate
      Amount Limitation.
      

     

    (i) In
      no
      event shall the total aggregate liability of the Indemnified Parties ever exceed
      a total value of $37,500,000 (the “Aggregate
      Amount Limitation”).

     

    (ii) Notwithstanding
      the foregoing, the Aggregate Amount Limitation shall not apply in the case
      of
      claims arising from fraud, willful misrepresentation or willful misconduct
      but
      in no event shall the total liability for Losses to any Indemnifying Party
      exceed the Cay Merger Consideration less any taxes paid. 

     

    (iii) For
      purposes of this Article VII, each share of Parent Common Stock included as
      Escrow Shares
      shall at
      all times have a value equal to $7.50 notwithstanding the market price for
      the
      Parent Common Stock as reported on the OTC BB or any other applicable exchange
      or automated quotation system at the time any Claim is made
      hereunder.

     

    7.5 Exclusive
      Remedy.
      Parent
      hereby acknowledges and agrees that, from and after the Closing, its sole and
      exclusive remedy with respect to any and all claims, whether direct, third
      party
      or otherwise, for money damages
      arising out of or relating to this Agreement shall be pursuant and subject
      to
      the requirements of the indemnification provisions set forth in this Article
      VII. Notwithstanding any of the foregoing, nothing contained in this Article
      VII
      shall in any way impair, modify or otherwise limit Parent’s
      or
the
      Company’s
      right
      to bring any claim, demand or suit against the other party based upon such
      other
      party’s actual fraud or intentional or willful misrepresentation or omission, it
      being understood that a mere breach of a representation and warranty, without
      intentional or willful misrepresentation or omission, does not constitute
      fraud.

     

    
      
         

      

      
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    7.6 Damages;
      No Adjustment to Cay Merger Consideration.
      Amounts
      paid for indemnification under Article VII shall constitute damages paid by
      the
      Members for breach of contract and not as an adjustment to the value of the
      shares of Parent Common Stock issued by Parent as a result of the Mergers.
      

     

    7.7 Application
      of Escrow Shares.
      The
      parties acknowledge that all actions to be taken by Parent pursuant to this
      Article VII shall be taken on its behalf by the Committee in accordance with
      the
      provisions of the Escrow Agreement. The Escrow Agent, pursuant to the Escrow
      Agreement after the Closing, may apply all or a portion of the Escrow Shares
      to
      satisfy any claim for indemnification pursuant to this Article VII. The Escrow
      Agent will hold the remaining portion of the Escrow Shares until final
      resolution of all claims for indemnification or disputes relating
      thereto.

     

    ARTICLE
      VIII 

    TERMINATION

     

    8.1 Termination.
      This
      Agreement may be terminated at any time prior to the Closing:

     

    (a) by
      mutual
      written agreement of Key and the Company at any time;

     

    (b) by
      either
      Key or the Company if the Proxy Statement shall not have been mailed to the
      record owners of Key Common Stock on or before October
      8, 2007;

     

    (c) by
      either
      Key or the Company if a Governmental Entity shall have issued an order, decree
      or ruling or taken any other action, in any case
      having the effect of permanently restraining, enjoining or otherwise prohibiting
      any of the Mergers,
      which
      order, decree, ruling or other action is final and nonappealable;

     

    (d) by
      the
      Company, upon a material breach of any representation, warranty, covenant or
      agreement on the part of Key set forth in this Agreement,
      or if any representation or warranty of Key shall have become untrue, in either
      case such that the conditions set forth in Article VI would not be satisfied
      as
      of the time of such breach or as of the time such representation or warranty
      shall have become untrue, provided, that if such breach by Key is curable by
      Key
      prior to the Closing Date, then the
      Company
      may not
      terminate this Agreement under this Section 8.1(d) for thirty (30) days after
      delivery of written notice from the
      Company
      to Key
      of such breach, provided Key continues to exercise commercially reasonable
      efforts to cure such breach (it being understood that the
      Company
      may not
      terminate this Agreement pursuant to this Section 8.1(d) if it shall have
      materially breached this Agreement or if such breach by Key is cured during
      such
      thirty (30)-day period);

     

    (e) by
      Key,
      upon a material breach of any representation, warranty, covenant or agreement
      on
      the part of the Company set forth in this Agreement,
      or if any representation or warranty of the
      Company
      shall
      have become untrue, in either case such that the conditions set forth in Article
      VI would not be satisfied as of the time of such breach or as of the time such
      representation or warranty shall have become untrue, provided, that if such
      breach is curable by the
      Company
      prior to
      the Closing Date, then Key may not terminate this Agreement under this Section
      8.1(e) for thirty (30) days after delivery of written notice from Key to
the
      Company
      of such
      breach, provided the
      Company
      continues to exercise commercially reasonable efforts to cure such breach (it
      being understood that Key may not terminate this Agreement pursuant to this
      Section 8.1(e) if it shall have materially breached this Agreement or if such
      breach by the
      Company
      is cured
      during such thirty (30)-day period);

     

    
      
         

      

      
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    (f) by
      either
      Key or the Company, if, at the Key Stockholders’ Meeting (including any
      adjournments thereof), this Agreement and the transactions contemplated
      thereby shall fail to be approved and adopted by the affirmative vote of the
      holders of Key Common Stock required under Key’s certificate of incorporation,
      or the holders of 20% or more of the number of shares of Key Common Stock issued
      in Key’s initial public offering and outstanding as of the date of the record
      date of the Key Stockholders’ Meeting exercise their rights to convert the
      shares of Key Common Stock held by them into cash in accordance with Key’s
      certificate of incorporation; and

     

    (g) by
      either
      Key or the Company if the Closing Date shall not have occurred by October 28,
      2007.

     

    8.2 Notice
      of Termination; Effect of Termination.
      Any
      termination of this Agreement under Section 8.1 above will be effective
      immediately upon (or, if the termination is pursuant to Section 8.1(d) or
      Section 8.1(e) and the proviso therein is applicable, thirty (30) days after)
      the delivery of written notice of the terminating party to the other parties
      hereto. In the event of the termination of this Agreement as provided in Section
      8.1, this Agreement shall be of no further force or effect and the Mergers
      shall
      be abandoned, except for and subject to the following: (i) Sections 5.6, 5.14,
      8.2 and 8.3 and Article X (General Provisions) shall survive the termination
      of
      this Agreement. The sole remedy of any party hereto for breach of this Agreement
      occurring prior to the Closing by any other party hereto shall be limited to
      termination of this Agreement, and no party shall have any claim against the
      other for damages of equitable relief for breach of this Agreement occurring
      prior to the Closing. 

     

    8.3 Fees
      and Expenses.
      Whether
      or not the Mergers are consummated and except as otherwise provided herein,
      all
      fees and expenses incurred in connection with the Mergers including, without
      limitation, all legal, accounting, financial advisory, consulting and all other
      fees and expenses of third parties incurred by a party in connection with the
      negotiation and effectuation of the terms and conditions of this Agreement
      and
      the transactions contemplated hereby shall be the obligation of the respective
      party incurring such fees and expenses.
      

     

    ARTICLE
      IX 

    DEFINED
      TERMS

     

    Terms
      defined in this Agreement are organized alphabetically as follows, together
      with
      the Section and, where applicable, paragraph, number in which definition
      of each such term is located:

     

    “2008
      Performance Period” Section 1.17(a)

     

    
      
         

      

      
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    “2009
      Performance Period” Section 1.17(a)

     

    “2010
      Performance Period” Section 1.17(a)

     

    “Affiliate”
      Section 2.12(a) and Section 10.2(e) 

     

    “Agreement”
      Heading

     

    “Approvals”
      Section 2.1(a)

     

    “Audited
      Financial Statements” Section 2.8 (a)

     

    “Blue
      Sky
      Laws” Section 1.15(b)

     

    “Bridge
      Loan” Section 6.2(n)

     

    “Business
      Day” Section 1.1(b)

     

    “Cay
      Merger” Section 1.2(a)

     

    “Cay
      Merger Consideration” Section 1.6(a)

     

    “Cay
      Surviving Entity” Section 1.2(a)

     

    “Charter
      Documents” Section 2.2(b)

     

    “Clark
      Trust” Section 1.13(a)

     

    “Closing”
      Section 1.3

     

    “Closing
      Date” Section 1.3

     

    “COBRA”
      Section 2.12(a)

     

    “Code”
      Recital C

     

    “Committee”
      Section 1.16

     

    “Company”
      Heading

     

    “Company
      Closing Certificate” Section 6.3(a)

     

    “Company
      Contracts” Section 2.21(a)

     

    “Company
      Disclosure Schedule” Article II Preamble

     

    “Company
      Employee Plan” Section 2.12(a)

     

    
      
         

      

      
        66

        
          

        

      

      
         

      

    

    “Company
      Intellectual Property” Section 2.19

     

    “Company
      Material Adverse Effect” Article
      II Preamble

     

    “Company
      Membership Interests” Section 1.6(c)

     

    “Construction
      Contract” Section 2.15(j)

     

    “Continental”
      Section 1.13(a)

     

    “Corporate
      Records” Section 2.1(b)

     

    “Deductible”
      Section 7.4(b)

     

    “DGCL”
      Section 1.1(a)

     

    “Disclosure
      Schedules” Section 5.15

     

    “DOL”
      Section 2.12(a)

     

    “Earn-Out
      Shares” Section 1.17(b)

     

    “Effective
      Time” Section 1.2(b)

     

    “Employee”
      Section 2.12(a)

     

    “Employee
      Agreement” Section 2.12(a)

     

    “Environmental
      Law” Section 2.17(f)

     

    “ERISA”
      Section 2.12(a)

     

    “Escrow”
      Section 1.13(a)

     

    “Escrow
      Agreement” Section 1.13(a)

     

    “Escrow
      Shares” Section 1.6(a)

     

    “Evaluation
      Date” Section 3.22

     

    “Exchange
      Act” Section 1.15(b)

     

    “Florida
      Act” Section 1.2(a)

     

    “FMLA”
      Section 2.12(a)

     

    “Governmental
      Entity” Section 1.15(b)

     

    “Hazardous
      Substance” Section 2.17(b)

     

    
      
         

      

      
        67

        
          

        

      

      
         

      

    

    “HIPAA”
      Section 2.12(a)

     

    “HSR
      Act”
Section 2.5(b)

     

    “Initial
      Effective Time” Section 1.1(b)

     

    “Insider”
      Section 2.21 (b)(iii)(1)

     

    “Intellectual
      Property” Section 2.19

     

    “International
      Employee Plan” Section 2.12(a)

     

    “Improvements”
      Section 2.15(i)

     

    “IRS”
      Section 2.12(a)

     

    “Island
      Homes” Section 2.15(m)

     

    “Island
      Homes Owner” Section 2.15(m)

     

    “Key”
      Heading

     

    “Key
      Closing Certificate” Section 6.2(a)

     

    “Key
      Common Stock” Section 3.3(a)

     

    “Key
      Contracts” Section 3.14(a)

     

    “Key
      Convertible Securities” Section 3.3(a)

     

    “Key
      Indemnitees” Section 7.1(a)

     

    “Key
      Material Adverse Effect” Article III Preamble

     

    “Key
      Merger” Section 1.1(a)

     

    “Key
      Merger Consideration” Section 1.7(b)

     

    “Key
      Merger Sub” Heading

     

    “Key
      Plan” Section 5.1(a)

     

    “Key
      Preferred Stock” Section 3.3(a)

     

    “Key
      SEC
      Reports” Section 3.7(a)

     

    “Key
      Stock Options” Section 3.3(a)

     

    “Key
      Stockholder Approval” Section 5.1(a)

     

    
      
         

      

      
        68

        
          

        

      

      
         

      

    

    “Key
      Stockholders’ Meeting” Section 5.1(a)

     

    “Key
      Surviving Entity” Section 1.1(a)

     

    “Key
      Warrants” Section 3.3(a)

     

    “Knowledge”
      Section 10.2(c)

     

    “Lease”
      Section 2.15(b)

     

    “Leased
      Real Property” Section 2.15(b)

     

    “Legal
      Requirements” Section 10.2(a)

     

    “Lien”
      Section 10.2(d)

     

    “Losses”
      Section 7.1(b)

     

    “Material
      Company Contracts” Section 2.21(b)

     

    “Material
      Permits” Section 2.7(a)

     

    “Material
      Projects” Article II Preamble

     

    “Member/Members”
      Heading

     

    “Merger
      Form 8-K Section 5.4(a)

     

    “Merger
      Sub/Merger Subs” Heading

     

    “Mergers”
      Section 1.2(a)

     

    “NASD”
      Section 3.18

     

    “Net
      Income Statement” Section 1.17(a)

     

    “New
      Key
      Merger Sub” Heading

     

    “Notice
      of Claim” Section 7.2(a)

     

    “Operating
      Agreement” Section 2.1(a)

     

    “Optioned
      Property Agreement” Section 2.3(b)

     

    “Optioned
      Property Mortgage” Section 2.15(c)

     

    “Optioned
      Property Projects” Article II Preamble

     

    “Optioned
      Property Provider” Article II Preamble

     

    
      
         

      

      
        69

        
          

        

      

      
         

      

    

    “Optioned
      Property Redevelopment Agreement” Section 2.15(c)

     

    “Original
      Agreement” Recital A

     

    “OTC
      BB”
Section 3.18

     

    “Owned
      Real Property” Section 2.15(a)

     

    “Owned
      Real Property Leases” Section 2.15 (h)

     

    “Parent”
      Heading

     

    “Parent
      Common Stock” Section 1.6(a)

     

    “Parent
      Stock” Section 3.3(b)

     

    “Pension
      Plan” Section 2.12(a)

     

    “Performance
      Period” Section 1.17(a)

     

    “Person”
      Section 10.2(b)

     

    “Press
      Release” Section 5.4(a)

     

    “Project
      Material Adverse Effect” Article II Preamble

     

    “Proxy
      Statement” Section 2.26

     

    “Real
      Property” Section 2.15(c)

     

    “Registration
      Rights Agreement” Section 1.14

     

    “Requisite
      Member Approval” Section 2.4

     

    “Returns”
      Section 2.16(a)(i)

     

    “Routine
      Operating Contracts” Section 2.21(a)

     

    “Securities
      Act” Section 1.14

     

    “Short
      Sales” Section 5.18

     

    “Subject
      Party” Section 5.6(b)(iii)

     

    “Subsidiary”
      Section 2.2(a)

     

    “Survival
      Period” Section 7.4(a)

     

    “Surviving
      Entities” Section 1.2(a)

     

    
      
         

      

      
        70

        
          

        

      

      
         

      

    

    “Tax/Taxes”
      Section 2.16

     

    “Third
      Party Claim” Section 7.2

     

    “Trademarks”
      Section 2.19

     

    “Trust
      Fund” Section 3.20

     

    “U.S.
      GAAP” Section 2.8(a)

     

    “Unaudited
      Financial Statements” Section 2.8(a)

     

    ARTICLE
      X 

    GENERAL
      PROVISIONS

     

    10.1 Notices.
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be deemed given if delivered personally or by commercial delivery
      service, or sent via e-mail or telecopy (receipt confirmed) to the parties
      at
      the following addresses or telecopy numbers (or at such other address or
      telecopy numbers for a party as shall be specified by like notice):

     

    if
      to
      Key, to:

     

    Key
      Hospitality Acquisition Corporation

    4
      Becker
      Farm Road

    Roseland,
      New Jersey 07068

    Attention:
      Udi Toledano

    Telephone:
      973-992-3200

    Facsimile:
      973-992-6336

     

    with
      a
      copy to:

     

    Kenneth
      R. Koch, Esq.

    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Telephone:
      212-935-3000

    Facsimile:
      212-983-3115

     

    
      
         

      

      
        71

        
          

        

      

      
         

      

    

    if
      to the
      Company or Members, to:

     

    Cay
      Clubs
      LLC

    12800
      University Drive, Suite 260

    Fort
      Myers, Florida 33957

    Attention:
      Charles PT Phoenix, Esq. 

    Telephone:
      239-461-0101

    Facsimile:
      239-333-2244

     

    with
      a
      copy to:

     

    Frank
      S.
      Ioppolo

    Greenberg
      Traurig, P.A.

    450
      S.
      Orange Avenue, Suite 650

    Orlando,
      Florida 32801 

    Telephone:
      407-420-1000 

    Facsimile:
      407-420-5909

     

    The
      parties hereby acknowledge that any notices delivered pursuant to the notice
      requirements of the Original Agreement by e-mail from the date of the Original
      Agreement to the date hereof constituted valid delivery of such notice under
      the
      Original Agreement.

     

    10.2 Interpretation.
      When a
      reference is made in this Agreement to an Exhibit or Schedule, such reference
      shall be to an Exhibit or Schedule to this Agreement
      unless otherwise indicated. When a reference is made in this Agreement to
      Sections or subsections, such reference shall be to a Section or subsection
      of
      this Agreement. Unless otherwise indicated the words “include,” “includes” and
“including” when used herein shall be deemed in each case to be followed by the
      words “without limitation.” The table of contents and headings contained in this
      Agreement are for reference purposes only and shall not affect in any way the
      meaning or interpretation of this Agreement. When reference is made herein
      to
“the business of” an entity, such reference shall be deemed to include the
      business of all direct and indirect Subsidiaries of such entity. Reference
      to
      the Subsidiaries of an entity shall be deemed to include all direct and indirect
      Subsidiaries of such entity. For purposes of this Agreement:

     

    (a) the
      term
“Legal
      Requirements”
      shall
      mean
      any
      federal, state, local, municipal, foreign or other law, statute, constitution,
      principle of common law,
      resolution, ordinance, code, edict, decree, rule, regulation, ruling or
      requirement issued, enacted, adopted, promulgated, implemented or otherwise
      put
      into effect by or under the authority of any Governmental Entity and all
      requirements set forth in applicable Cay Contracts or Key
      Contracts;

     

    (b) the
      term
“Person”
shall
      mean any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company or joint stock
      company), firm
      or
      other enterprise, association, organization, entity or Governmental
      Entity;

     

    
      
         

      

      
        72

        
          

        

      

      
         

      

    

    (c) the
      term
“Knowledge”
      shall
      mean
      (i) with
      respect to the Company and any of its Subsidiaries, actual knowledge, of Dave
      Clark, David Schwarz, Michael Matte, Gary Schwarz, Barry Graham, Derek Taylor,
      Dennis Zecca, Craig Holt and William Lee, (ii) with respect to the Company
      and
      any of its Subsidiaries, actual knowledge, as to any matter described in
      Sections 2.6, 2.7, 2.17 or 2.21(c), of any written notice actually received,
      as
      evidenced by written proof of delivery, by any member of the Company’s Legal
      Department, and (iii) with respect to Key, Parent and the Merger Subs,
actual
      knowledge, without any duty to investigate, of
      Udi
      Toledano or Jeffrey Davidson.

     

    (d) the
      term
“Lien”
      shall
      mean
      any
      mortgage, pledge, security interest, lien, charge or encumbrance of any kind
      (including, without limitation,
      any conditional sale or other title retention agreement or lease in the nature
      thereof, any sale with recourse against the seller or any Affiliate of the
      seller, or any agreement to give any security interest);

     

    (e) the
      term
“Affiliate”
      shall
      mean,
      as
      applied to any Person, any other Person directly or indirectly controlling,
      controlled by or under direct or indirect
      common control with, such Person. For purposes of this definition, “control”
(including with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as applied to any Person, shall mean the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and

     

    (f) all
      monetary amounts set forth herein are referenced in United States dollars,
      unless otherwise noted.

     

    10.3 Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the parties and delivered to
      the
      other parties, it being understood that all parties need not sign the same
      counterpart. Delivery by facsimile or by email delivery of a “.pdf” format data
      file to counsel for the other party of a counterpart executed by a party shall
      be deemed to meet the requirements of the previous sentence.

     

    10.4 Entire
      Agreement; Third Party Beneficiaries.
      This
      Agreement and the documents and instruments and other agreements among the
      parties hereto as contemplated by or referred to herein, including the Exhibits
      and Schedules hereto (a) constitute the entire agreement among the parties
      with
      respect to the subject matter hereof and supersede all prior agreements and
      understandings both written and oral, among the parties with respect to the
      subject matter hereof (including, without limitation, the Original Agreement),
      it being understood that the proposed summary of terms between Key and the
      Company dated February 23, 2007 is hereby terminated in its entirety and shall
      be of no further force and effect; and (b) are not intended to confer upon
      any
      other Person any rights or remedies hereunder (except as specifically provided
      in this Agreement). The representations and warranties contained in this
      Agreement and made by the parties hereto were made to and solely for the benefit
      of each other. 

    


    10.5 Severability.
      In the
      event that any provision of this Agreement, or the application thereof, becomes
      or is declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other Persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void or unenforceable provision of
      this Agreement with a valid and enforceable provision that will achieve, to
      the
      extent possible, the economic, business and other purposes of such void or
      unenforceable provision.

     

    
      
         

      

      
        73

        
          

        

      

      
         

      

    

    10.6 Other
      Remedies; Specific Performance.
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed
      cumulative with and not exclusive of any other remedy conferred hereby, or
      by
      law or equity upon such party, and the exercise by a party of any one remedy
      will not preclude the exercise of any other remedy. The parties hereto agree
      that irreparable damage would occur in the event that any of the provisions
      of
      this Agreement were not performed in accordance with their specific terms or
      were otherwise breached. It is accordingly agreed that the parties shall be
      entitled to seek an injunction or injunctions to prevent breaches of this
      Agreement and to enforce specifically the terms and provisions hereof in any
      court of the United States or any state having jurisdiction, this being in
      addition to any other remedy to which they are entitled at law or in
      equity.

     

    10.7 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of Delaware regardless of the law that might
      otherwise govern under applicable principles of conflicts of law
      thereof.

     

    10.8 Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document.

     

    10.9 Assignment.
      No
      party may assign either this Agreement or any of its rights, interests, or
      obligations hereunder without the prior written approval of
      the
      other parties. Subject to the first sentence of this Section 10.9, this
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns.

     

    10.10 Amendment.
      This
      Agreement may be amended by the parties hereto at any time by execution of
      an
      instrument in writing signed on behalf of each of the parties.

     

    10.11 Extension;
      Waiver.
      At any
      time prior to the Closing, any party hereto may, to the extent legally allowed,
      (i) extend the time for the performance of any
      of
      the obligations or other acts of the other parties hereto, (ii) waive any
      inaccuracies in the representations and warranties made to such party contained
      herein or in any document delivered pursuant hereto and (iii) waive compliance
      with any of the agreements or conditions for the benefit of such party contained
      herein. Any agreement on the part of a party hereto to any such extension or
      waiver shall be valid only if set forth in an instrument in writing signed
      on
      behalf of such party. Delay in exercising any right under this Agreement shall
      not constitute a waiver of such right.

     

    10.12 Jurisdiction
      and Venue.
      Any
      civil action or legal proceeding arising out of or relating to this Agreement
      shall be brought in the federal and state courts located in the State of
      Delaware. Each party consents to the jurisdiction of such Delaware court in
      any
      such civil action or legal proceeding and waives any objection to the laying
      of
      venue of any such civil action or legal proceeding in such Delaware court.
      Service of any court paper may be effected on such party by mail, as provided
      in
      this Agreement, or in such other manner as may be provided under applicable
      laws, rules of procedure or local rules.

     

    
      
         

      

      
        74

        
          

        

      

      
         

      

    

    10.13 JURY
      WAIVER.
      IN ANY
      CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH
      ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS
      CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE
      RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT,
      STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT
      JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
      IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART
      OR A
      COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF
      THE
      PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER
      PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY
      REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND
      UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES
      THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION
      GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS
      SECTION. 

     

     

    
 

    
      
         

      

      
        75

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed
      as of the date first written above.

    
       

      
        	 	 	 
	 	KEY HOSPITALITY ACQUISITION
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
                Jeffrey
                Davidson


      

      
         

        
          	 	 	 
	 	CAY CLUBS, INC.
	 
 	 
 	 
 
	 	By:  	/s/
                  Jeffrey
                  Davidson


        

      

       

      
        
          	 	 	 
	 	KEY MERGER SUB LLC
	 
 	 
 	 
 
	 	By:  	/s/
                  Jeffrey
                  Davidson


        

      

       

    

    
      	 	 	 
	 	KEY MERGER SUB INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Jeffrey
              Davidson


    

     

    
      
        	 	 	 
	 	CAY CLUBS LLC
	 
 	 
 	 
 
	 	By:  	/s/
                David
                Schwarz


      

       

      
        
          	 	 	 
	 	MEMBERS:
	 
 	 
 	 
 
	 	By:  	/s/
                  David
                  Schwarz
	 	 	David
                  Schwarz


        

         

      

    

    
      
        	 	 	 
	 	F. Dave Clark Irrevocable Trust under
                Agreement
                dated August 31, 2004
	 
 	 
 	 
 
	 	By:  	/s/
                F. Dave
                Clark
	 	 	F.
                Dave Clark, as Trustee


      

       

    

     

    
      
         

      

      
        76

        
          

        

      

      
         

      

    

    


     

     

    MEMBER
      SIGNATURE PAGE TO MERGER AGREEMENT

     

     

    By:     

     

     

     

     

    
      
         

      

      
        77

        
          

        

      

      
         

      

    

     

    INDEX
      OF EXHIBITS AND SCHEDULES

     

     

    
      	
              EXHIBITS

            	 	 
	 	 	 
	
              EXHIBIT
                A

            	
              —

            	
              RESERVED

            
	 	 	 
	
              EXHIBIT
                B

            	
              —

            	
              CERTIFICATE
                OF MERGER - CAY MERGER

            
	 	 	 
	
              EXHIBIT
                C

            	
              —

            	
              OPERATING
                AGREEMENT OF COMPANY POST-CLOSING

            
	 	 	 
	
              EXHIBIT
                D

            	
              —

            	
              KEY
                SURVIVING ENTITY CERTIFICATE OF INCORPORATION

            
	 	 	 
	
              EXHIBIT
                E

            	
              —

            	
              FORM
                OF ESCROW AGREEMENT

            
	 	 	 
	
              EXHIBIT
                F

            	
              —

            	
              FORM
                OF REGISTRATION RIGHTS AGREEMENT

            
	 	 	 
	
              EXHIBIT
                G

            	
              —

            	
              FORM
                OF LOCK-UP AGREEMENT

            
	 	 	 
	
              EXHIBIT
                H

            	
              —

            	
              FORM
                OF EMPLOYMENT AGREEMENTS

            
	 	 	 
	 	 	 
	
              SCHEDULES

            	 	 
	 	 	 
	
              SCHEDULE
                1.17

            	
              —

            	
              CALCULATION
                OF EARNOUT SHARES

            
	 	 	 
	 	 	 
	
              KEY
                SCHEDULES

            	 	 
	 	 	 
	
              SCHEDULE
                3.3(a)

            	
              —

            	
              CAPITALIZATION

            
	 	 	 
	
              SCHEDULE
                3.3(c)

            	
              —

            	
              SHAREHOLDER
                AGREEMENTS

            
	 	 	 
	
              SCHEDULE
                3.13

            	
              —

            	
              BROKERS

            
	 	 	 
	
              SCHEDULE
                3.14(a)

            	
              —

            	
              KEY
                CONTRACTS

            
	 	 	 
	
              SCHEDULE
                3.21

            	
              —

            	
              GOVERNMENTAL
                FILINGS

            
	 	 	 
	
              SCHEDULE
                5.2

            	
              —

            	
              OFFICERS
                OF KEY AND SURVIVING ENTITY

            
	 	 	 
	
              SCHEDULE
                6.2(i)

            	
              —

            	
              RESIGNATIONS
                FROM KEY

            
	 	 	 
	
              SCHEDULE
                6.2(l)

            	
              —

            	
              LOCK-UP
                AGREEMENTS WITH KEY

            
	 	 	 
	
              SCHEDULE
                6.2(n)

            	
              —

            	
              BRIDGE
                LOAN DESCRIPTION

            


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	
              COMPANY
                SCHEDULES

            	 	 
	 	 	 
	
              SCHEDULE
                1.6(a)

            	
              —

            	
              MEMBERSHIP
                INTERESTS AND CAPITALIZATION

            
	 	 	 
	
              SCHEDULE
                1.14

            	
              —

            	
              COMPANY
                AFFILIATES

            
	 	 	 
	
              SCHEDULE
                2.2(a)

            	
              —

            	
              SUBSIDIARIES
                AND ORGANIZATIONAL CHART

            
	 	 	 
	
              SCHEDULE
                2.10

            	
              —

            	
              ABSENCE
                OF CERTAIN CHANGES OR EVENTS

            
	 	 	 
	
              SCHEDULE
                2.12(b)

            	
              —

            	
              EMPLOYEE
                BENEFIT PLANS AND COMPENSATION

            
	 	 	 
	
              SCHEDULE
                2.15(a)

            	
              —

            	
              REAL
                PROPERTY

            
	 	 	 
	
              SCHEDULE
                2.15(b)

            	
              —

            	
              REAL
                PROPERTY LEASES

            
	 	 	 
	
              SCHEDULE
                2.15(h)

            	
              —

            	
              OWNED
                REAL PROPERTY LEASES

            
	 	 	 
	
              SCHEDULE
                2.17(c)

            	
              —

            	
              UNDERGROUND
                STORAGE TANKS / ENVIRONMENTAL

            
	 	 	 
	
              SCHEDULE
                2.21

            	
              —

            	
              MATERIAL
                CONTRACTS

            
	 	 	 
	
              SCHEDULE
                2.22(a)

            	
              —

            	
              DIRECTORS
                AND OFFICERS

            
	 	 	 
	
              SCHEDULE
                2.23

            	
              —

            	
              INSURANCE
                COVERAGE

            
	 	 	 
	
              SCHEDULE
                4.1

            	
              —

            	
              PROPERTIES
                OF INTEREST

            


    

    


     

    
      
         

      

      
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