REGISTRATION RIGHTS AGREEMENT by and between MORGANS HOTEL GROUP CO. and NORTHSTAR PARTNERSHIP, L.P.Registration Rights Agreement • February 6th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February , 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
INDEMNIFICATION AGREEMENT (this “Agreement”), dated February , 2006, between Morgans Hotel Group LLC, a Delaware limited liability company (“MHG LLC”), and Morgans Group LLC, a Delaware limited liability company (“Morgans Group LLC”).
MORGANS HOTEL GROUP CO.Morgans Hotel Group Co. • February 6th, 2006 • Hotels & motels • New York
Reference is made to the Underwriting Agreement dated February , 2006 (the “Underwriting Agreement”) among Morgans Hotel Group Co., a Delaware corporation (the “Company”), Morgans Hotel Group LLC, a Delaware limited liability company (“MHG”), Morgans Group LLC, a Delaware limited liability company (the “Operating Company”) and the Underwriters listed in Schedule I to the Underwriting Agreement. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Underwriting Agreement.
Shares MORGANS HOTEL GROUP CO. COMMON STOCK ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2006 • Morgans Hotel Group Co. • Hotels & motels • 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 shares of the common stock, $.01 par value per share, of the Company (the “Firm Shares”), of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule II hereto. Th
