0001362310-08-003928 Sample Contracts

Amendment
Stockholder Protection Rights Agreement • July 30th, 2008 • Morgans Hotel Group Co. • Hotels & motels • New York

Amendment, dated as of July 25, 2008 (this “Amendment”), to the Stockholder Protection Rights Agreement, dated as of October 9, 2007 (the “Rights Agreement”), between the Morgans Hotel Group Co. (the “Company”) and 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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