ContractVoting Agreement • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels • Delaware
MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and the person listed on Schedule A hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agreement (as defined below).
SBEEG Holdings LLC Trousdale Acquisition Sub, Inc. Las Vegas, Nevada 89109 Ladies and Gentlemen:Equity Transfer Agreement • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Monroe Series A Preferred Securities and the Monroe Warrants described in Section 1 below to a newly formed Delaware holding company (“New Holdco”) of SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”), in exchange for the equity of New Holdco, which after the Closing (as defined in the Merger Agreement (as defined below)) will either directly or indirectly wholly own Trousdale and wholly own Monroe (as defined below) and have no other assets or liabilities except for cash and as expressly set forth in the Debt Commitment Letter, in each case as described in Section 1 below. It is contemplated that, pursuant to an Agreement and Plan of Merger, dated as of the date hereof (as amended, modified or assigned with the prior written consent of the Eq
CAIN HOY ENTERPRISES LP New York, NY 10022Equity Purchase Agreement • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels • New York
This letter agreement sets forth the commitment of Cain Hoy Enterprises LP (the “Investor”), subject to the terms and conditions contained herein, to purchase certain equity securities of a newly created entity organized in Delaware (“New Holdco”). It is contemplated that pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Morgans Hotel Group Co., a Delaware corporation (“Company”), SBEEG Holdings, LLC, a Delaware limited liability company (“SBEEG”), and Trousdale Acquisition Sub, Inc., a Delaware corporation (“Acquisition Sub”) and a wholly owned subsidiary of SBEEG, Acquisition Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of New Holdco, which prior to the Closing will be assigned all of SBEEG’s rights under the Merger Agreement, and a sister company of SBEEG (the “Merger”). This
Security Benefit Corporation One Security Benefit Place Topeka, KS 66636Guaranty of Commitment • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels
ContractVoting Agreement • June 22nd, 2016 • Morgans Hotel Group Co. • Hotels & motels • Delaware
MONROE VOTING AGREEMENT, dated as of May 9, 2016 (this “Agreement”), among SBEEG Holdings, LLC, a Delaware limited liability company (“Trousdale”) and Yucaipa Hospitality Investments, LLC (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Merger Agreement (as defined below).
