0001193125-12-414251 Sample Contracts

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • October 4th, 2012 • Morgans Hotel Group Co. • Hotels & motels • New York

This Amendment No. 3, dated as of October 3, 2012 (this “Amendment”), to the Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 and as amended on October 15, 2009 and April 21, 2010 (the “Rights Agreement”), between the Morgans Hotel Group Co. (the “Company”) and Computershare Shareowner Services LLC (f/k/a Mellon Investors Services LLC), as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.

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