LOCK-UP LETTER AGREEMENTLock-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
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”).
JOINT FILING AGREEMENTJoint 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.
18,000,000 Shares MORGANS HOTEL GROUP CO. COMMON STOCK ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTNorthstar 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’
LOCK-UP LETTER AGREEMENTLetter 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”).
LOCK-UP LETTER AGREEMENTLock-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”).
LOCK-UP LETTER AGREEMENTLetter 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”).
