Northstar Capital Investment Corp /Md/ Sample Contracts

BETWEEN
Option Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • New York
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L E A S E
Lease • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • New York
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12,210,840 SHARES MORGANS HOTEL GROUP CO. COMMON STOCK ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT July 19, 2007
Underwriting Agreement • July 24th, 2007 • Northstar Capital Investment Corp /Md/ • Real estate • New York
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RECITALS:
Limited Liability Company Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • New York
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AGREEMENT BETWEEN
Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • New York
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GUARANTY
Northstar Capital Investment Corp /Md/ • March 20th, 1998 • New York
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OF
Limited Liability • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • Delaware
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EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of December 22, 1997
Registration Rights Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • New York
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OF
Company Operating Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • Delaware
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OF
Northstar Capital Investment Corp /Md/ • March 20th, 1998 • Delaware
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BY AND AMONG
Agreement and Plan of Merger • July 24th, 2007 • Northstar Capital Investment Corp /Md/ • Real estate • Maryland
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Exhibit 10.13 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF FRANK-KING ASSOCIATES LIMITED PARTNERSHIP This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Frank-King Associates Limited Partnership (this "AGREEMENT"), made as...
Northstar Capital Investment Corp /Md/ • March 20th, 1998 • Massachusetts
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LOCK-UP LETTER AGREEMENT
Lock-Up Letter Agreement • February 27th, 2006 • Northstar Capital Investment Corp /Md/ • Real estate

Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036

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REGISTRATION RIGHTS AGREEMENT by and between MORGANS HOTEL GROUP CO. and NORTHSTAR PARTNERSHIP, L.P.
Registration Rights Agreement • February 27th, 2006 • Northstar Capital Investment Corp /Md/ • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February 17, 2006, by and between Morgans Hotel Group Co., a Delaware corporation (the “Company”), and NorthStar Partnership, L.P., a Delaware limited partnership (the “Initial Securityholder”).

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LIMITED LIABILITY COMPANY AGREEMENT OF KN ONE, LLC
Limited Liability Company Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • Delaware
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JOINT FILING AGREEMENT
Joint Filing Agreement • February 27th, 2006 • Northstar Capital Investment Corp /Md/ • Real estate

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Morgans Hotel Group Co. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

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18,000,000 Shares MORGANS HOTEL GROUP CO. COMMON STOCK ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT
Northstar Capital Investment Corp /Md/ • February 27th, 2006 • Real estate • New York

Morgans Hotel Group Co., a Delaware corporation (the “Company”), Morgans Hotel Group LLC, a Delaware limited liability company (“MHG”), and Morgans Group LLC, a Delaware limited liability company (the “Operating Company”), each confirms its agreement with each of the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), whereby the Company and certain shareholders of the Company (the “Selling Shareholders”) named on Schedule II hereto severally propose to sell to the several Underwriters an aggregate of 18,000,000 shares of the common stock, $.01 par value per share, of the Company (the “Firm Shares”), of which 15,000,000 shares are to be issued and sold by the Company and 3,000,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’

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BETWEEN
Development Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • New York
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LOCK-UP LETTER AGREEMENT
Letter Agreement • February 27th, 2006 • Northstar Capital Investment Corp /Md/ • Real estate

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Morgans Hotel Group Co., a Delaware corporation (the “Company”), Morgans Hotel Group LLC, a Delaware limited liability company (“MHG”), and Morgans Group LLC, a Delaware limited liability company (the “Operating Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “Underwriters”), of the common stock, $.01 par value per share, of the Company (the “Common Stock”).

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LOCK-UP LETTER AGREEMENT
Lock-Up Letter Agreement • February 27th, 2006 • Northstar Capital Investment Corp /Md/ • Real estate

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Morgans Hotel Group Co., a Delaware corporation (the “Company”), Morgans Hotel Group LLC, a Delaware limited liability company (“MHG”), and Morgans Group LLC, a Delaware limited liability company (the “Operating Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “Underwriters”), of the common stock, $.01 par value per share, of the Company (the “Common Stock”).

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TERMINATION AGREEMENT
Termination Agreement • August 11th, 2008 • Northstar Capital Investment Corp /Md/ • Real estate

THIS TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of August 11, 2008, by and among NorthStar Capital Investment Corp. (“NCIC”), NCIC MHG Subsidiary LLC (“NCIC MHG Subsidiary”), NorthStar Partnership, L.P. (“NorthStar LP”), Mr. W. Edward Scheetz and Mr. David T. Hamamoto (each of Messrs. Scheetz and Hamamoto, NCIC, NCIC MHG Subsidiary and Northstar LP, a “Reporting Person,” and collectively, the “Reporting Persons”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Statement of Beneficial Ownership on Schedule 13D with respect to the shares of common stock of Morgans Hotel Group Co. originally filed by the Reporting Persons with the Securities and Exchange Commission on February 27, 2006 (as amended, the “Schedule 13D”).

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LOCK-UP LETTER AGREEMENT
Letter Agreement • February 27th, 2006 • Northstar Capital Investment Corp /Md/ • Real estate

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Morgans Hotel Group Co., a Delaware corporation (the “Company”), Morgans Hotel Group LLC, a Delaware limited liability company (“MHG”), and Morgans Group LLC, a Delaware limited liability company (the “Operating Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “Underwriters”), of the common stock, $.01 par value per share, of the Company (the “Common Stock”).

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Banc of America Investment Services, Inc. New York, NY 10019 Attention: Michael R. Smith
Northstar Capital Investment Corp /Md/ • September 21st, 2007 • Real estate • New York

This agreement is intended to create a plan for the periodic purchase of common stock of Morgans Hotel Group Co. (the “Company”) pursuant to Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If this letter is signed by more than one person or entity other than Banc of America Investment Services, Inc. (“BAI” or “you”), “you”, “I”, “me” or “my” as used herein shall mean each signatory.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2008 • Northstar Capital Investment Corp /Md/ • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February 17, 2006, by and between Morgans Hotel Group Co., a Delaware corporation (the “ Company ”), and NorthStar Partnership, L.P., a Delaware limited partnership (the “ Initial Securityholder ”).

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THIS MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of December 22, 1997 (the "Agreement") by and among NORTHSTAR CAPITAL INVESTMENT CORP. , a Maryland corporation (the "REIT"), NORTHSTAR PARTNERSHIP, L. P., a...
Management and Advisory Agreement • March 20th, 1998 • Northstar Capital Investment Corp /Md/ • Delaware
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