Key Hospitality Acquisition CorporationKey Hospitality Acquisition CORP • March 22nd, 2007 • Blank checks • Florida
This letter is to confirm our understanding with respect to (i) your future employment by Key Acquisition Corp. or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”), (ii) your agreement not to compete with the Company, (iii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company and (iv) your agreement with respect to the ownership of inventions, ideas, copyrights and patents which may be used in the business of the Company (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
LOCKUP AGREEMENTLockup Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Delaware
ESCROW AGREEMENTEscrow Agreement • March 22nd, 2007 • Key Hospitality Acquisition CORP • Blank checks • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated as of [____], 2007, is made by and among KEY HOSPITALITY ACQUISITION CORP., a Delaware corporation (“Parent”), PARENT, F. DAVE CLARK IRREVOCABLE TRUST UNDER AGREEMENT DATED AUGUST 31, 2004 (“Clark”), DAVID SCHWARZ (“Schwarz” and together with Clark, the “Stockholders”); and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, in its capacity as escrow agent hereunder (the “Escrow Agent”, which term shall also include any successor escrow agent appointed in accordance with Section 5.3 hereof). The Stockholders and Parent are collectively referred to as the “Interested Parties”).
