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
2