Exhibit 10.3


 




 


 





REGISTRATION
RIGHTS AGREEMENT


 


by and between


 


MORGANS HOTEL
GROUP CO.


 


and


 


RSA
ASSOCIATES, L.P.


 


 










 


Dated as of February     ,
2006


 




 





 





















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Certain
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Demand
  Registrations

  	
  3

  
	
   

  	
  (a)

  	
  Right to
  Request Registration

  	
  3

  
	
   

  	
  (b)

  	
  Number of
  Demand Registrations

  	
  4

  
	
   

  	
  (c)

  	
  Priority on
  Demand Registrations

  	
  4

  
	
   

  	
  (d)

  	
  Restrictions
  on Demand Registrations

  	
  4

  
	
   

  	
  (e)

  	
  Selection of
  Underwriters

  	
  5

  
	
   

  	
  (f)

  	
  Other
  Registration Rights

  	
  5

  
	
   

  	
  (g)

  	
  Effective
  Period of Demand Registrations

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Piggyback
  Registrations.

  	
  5

  
	
   

  	
  (a)

  	
  Right to
  Piggyback

  	
  5

  
	
   

  	
  (b)

  	
  Priority on
  Primary Piggyback Registrations

  	
  6

  
	
   

  	
  (c)

  	
  Priority on
  Secondary Registrations

  	
  6

  
	
   

  	
  (d)

  	
  Selection of
  Underwriters

  	
  6

  
	
   

  	
  (e)

  	
  Other
  Registration Rights

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.

  	
  S-3
  Registrations

  	
  7

  
	
   

  	
  (a)

  	
  Right to
  Request Registration

  	
  7

  
	
   

  	
  (b)

  	
  Priority on
  Shelf Takedowns

  	
  7

  
	
   

  	
  (c)

  	
  Selection of
  Underwriters

  	
  8

  
	
   

  	
  (d)

  	
  Other
  Registration Rights

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Holdback
  Agreements

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Registration
  Procedures

  	
  8

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Registration
  Expenses

  	
  13

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification

  	
  14

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Participation
  in Underwritten Registrations

  	
  15

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Rule 144

  	
  16

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Miscellaneous

  	
  16

  
	
   

  	
  (a)

  	
  Notices

  	
  16

  
	
   

  	
  (b)

  	
  No Waivers

  	
  17

  
	
   

  	
  (c)

  	
  Expenses

  	
  17

  
	
   

  	
  (d)

  	
  Successors
  and Assigns

  	
  17

  
	
   

  	
  (e)

  	
  Governing
  Law

  	
  17

  
	
   

  	
  (f)

  	
  Jurisdiction

  	
  17

  



 


i





















 


	
   

  	
  (g)

  	
  Waiver of
  Jury Trial

  	
  18

  
	
   

  	
  (h)

  	
  Counterparts;
  Effectiveness

  	
  18

  
	
   

  	
  (i)

  	
  Entire
  Agreement

  	
  18

  
	
   

  	
  (j)

  	
  Captions

  	
  18

  
	
   

  	
  (k)

  	
  Severability

  	
  18

  
	
   

  	
  (l)

  	
  Amendments

  	
  18

  
	
   

  	
  (m)

  	
  Equitable
  Relief

  	
  19

  



 


ii





















 


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 RSA Associates, L.P., a Delaware limited partnership (the “Securityholder”).


 


In
consideration of the mutual covenants and agreements herein contained and other
good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:


 


1.                                      Certain Definitions.


 


In addition to
the terms defined elsewhere in this Agreement, the following terms shall have
the following meanings:


 


“Affiliate”
of any Person means any other Person which directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, such Person. The term “control” (including the terms “controlling,”
“controlled by” and “under common control with”) as used with respect to any
Person means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Agreement”
means this Registration Rights Agreement, including all amendments,
modifications and supplements and any exhibits or schedules to any of the
foregoing, and shall refer to this Registration Rights Agreement as the same
may be in effect at the time such reference becomes operative.


 


“Blackout
Period” has the meaning set forth in Section 6(f) hereof.


 


“Common
Stock” means any shares of common stock issued by the Company.


 


“Company”
has the meaning set forth in the introductory paragraph.


 


“Delay
Period” has the meaning set forth in Section 2(e) hereof.


 


“Demand
Registration” has the meaning set forth in Section 2(a) hereof.


 


“Demand
Registration Statement” has the meaning set forth in Section 2(a) hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Form S-3”
means a registration statement on Form S-3 under the Securities Act or
such successor form thereto permitting registration of securities under the
Securities Act.


 





















 


“Governmental
Entity” means any national, federal, state, municipal, local, territorial,
foreign or other government or any department, commission, board, bureau,
agency, regulatory authority or instrumentality thereof, or any court,
judicial, administrative or arbitral body or public or private tribunal.


 


“Holder”
means the Securityholder to the extent that the Securityholder is the holder of
record of (1) Registrable Common Stock or (2) OP Units. For purposes
of this Agreement, the Company may deem and treat the registered holder of
Registrable Common Stock and OP Units as the absolute owner thereof, and the
Company shall not be affected by any notice to the contrary. In order to
determine the number of shares of Registrable Common Stock held by the Holder
and the number of shares of Registrable Common Stock outstanding, the OP Units
held by the Securityholder shall be deemed to have been redeemed for or
exchanged into shares of Common Stock.


 


“Morgans”
means Morgans Hotel Group LLC.


 


“Morgans
Group LLC” means Morgans Group LLC, a Delaware limited liability company,
or the other entity through which the Company owns its hotel properties.


 


“Nasdaq”
means The Nasdaq Stock Market, Inc. or any successor reporting system.


 


“OP Units”
means any units of membership interest in Morgans Group LLC that are issued to the
Securityholder.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, Governmental Entity or
any other entity.


 


“Piggyback
Registration” has the meaning set forth in Section 3(a) hereof.


 


“Prospectus”
means the prospectus or prospectuses included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Common Stock covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus or prospectuses.


 


“Registrable
Common Stock” means (1) any shares of Common Stock held of record by
the Securityholder as of the date hereof, (2) any shares of Common Stock
held of record by Morgans as of the date hereof that may be directly or
indirectly issued or distributed to the Securityholder by Morgans, (3) any
shares of Common Stock that may be issued to the Securityholder upon redemption
or exchange of OP Units held of record by the Securityholder as of the date
hereof, (4) any shares of Common Stock that may be issued upon redemption
or exchange of OP Units held of record by Morgans as of the date hereof to the
extent such OP Units may be issued or distributed to the Securityholder by
Morgans, (5) any shares of Common Stock held by the Holder from time to
time, and (6) any
securities of the Company issued or issuable with respect to the shares of


 


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Common Stock
referred to in clause (1) through (5) above by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise.


 


“Registration
Expenses” has the meaning set forth in Section 7(a) hereof.


 


“Registration
Statement” means any registration statement of the Company which covers any
of the Registrable Common Stock pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all materials
incorporated by reference in such Registration Statement.


 


“S-3
Registration” has the meaning set forth in Section 4 hereof.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securityholder”
has the meaning set forth in the introductory paragraph hereof.


 


“Suspension
Notice” has the meaning set forth in Section 6(f) hereof.


 


“Termination
Date” means the date upon which all the Registrable Common Stock may be
sold in any three-month period without registration under the Securities Act.


 


“underwritten
offering” means a registered offering in which securities of the Company
are sold to underwriters for reoffering to the public.


 


2.                                      Demand Registrations.


 


(a)                                  Right
to Request Registration.  Subject to
the provisions hereof, beginning six months after the date hereof and
continuing until the Termination Date, the Holder may at any time request
registration for resale under the Securities Act of all or part of the
Registrable Common Stock separate from an S-3 Registration (a “Demand
Registration”); provided, that (based on then current market prices)
the number of shares of Registrable Common Stock included in the Demand
Registration would yield gross proceeds to the Holder of at least $25,000,000
unless the aggregate value (based on then current market prices) of the
Registrable Common Stock held by the Holder is less than $25,000,000 but
greater than $15,000,000, in which case the Demand Registration shall be for
all of the Holder’s Registrable Common Stock (other than Registrable Common
Stock which, as of the date of such demand, are in the form of OP Units and
either held directly by the Securityholder or that the Securityholder may be
entitled to receive from Morgans in a pro rata distribution of its OP Units,
which such Holder shall not be required to include in such Demand
Registration).  Subject to Section 2(d) below,
the Company shall use its reasonable best efforts (i) to file a
Registration Statement (a “Demand Registration Statement”) registering
for resale such number of shares of Registrable Common Stock as requested to be
so registered within 30 days of the


 


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Holder’s request therefor and (ii) to
cause such Demand Registration Statement to be declared effective by the SEC as
soon as practicable thereafter.


 


(b)                                 Number
of Demand Registrations.  Subject to
the limitations of Section 2(a), the Holder shall be entitled to request
one Demand Registration. A Registration Statement shall not count as the
permitted Demand Registration unless and until it has become effective and the
Holder is able to register and sell at least 50% of the Registrable Common
Stock requested to be included in such registration.


 


(c)                                  Priority
on Demand Registrations.  The Company
may include Common Stock other than Registrable Common Stock in a Demand
Registration on the terms provided below and in Section 2(g) hereof,
and, if such Demand Registration is an underwritten offering, only with the
consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand
Registration advise the Company and the Holder that in their opinion the number
of shares of Common Stock proposed to be included in the Demand Registration
exceeds the number of shares of Common Stock which can be sold in such underwritten
offering and/or the number of shares of Common Stock proposed to be included in
such registration would adversely affect the price per share of the Registrable
Common Stock proposed to be sold in such underwritten offering, the Company
shall include in such Demand Registration (i) first, the number of shares
of Common Stock that the Holder proposes to sell, and (ii) second, the
number of shares of Common Stock proposed to be included therein by any other
Persons (including shares of Common Stock to be sold for the account of the
Company and/or other holders of Common Stock) allocated among such Persons in
such manner as they may agree.


 


(d)                                 Restrictions
on Demand Registrations.  The Company
shall not be obligated to effect any Demand Registration on behalf of the
Holder within six months after the effective date of any Demand Registration,
Piggyback Registration wherein the Holder was permitted to register, and
actually sold, at least 50% of the shares of Registrable Common Stock requested
to be included therein or S-3 Registration. The Company may (i) withdraw a
Registration Statement previously filed (but not declared effective) pursuant
to a Demand Registration or postpone for up to ninety (90) days the filing of a
Registration Statement for a Demand Registration if, based on the good faith
judgment of the Company, such postponement or withdrawal would avoid premature
disclosure of a matter the Company has determined would not be in the best
interest of the Company to be disclosed at such time or (ii) postpone the
filing of a Demand Registration in the event the Company shall be required to
prepare (A) audited financial statements as of a date other than its
fiscal year end (unless the Holder agrees to pay the expenses of such an audit)
or (B) pro forma financial statements that are required to be included in
the Registration Statement; provided, however, that in no event shall the
Company withdraw a Registration Statement under clause (i) after such
Registration Statement has been declared effective; and provided, further,
however, that in any of the events described in clause (i) or (ii) above,
the Holder shall be entitled to withdraw such request and, if such request is
withdrawn, such Demand Registration shall not count as one of the permitted Demand
Registrations. The Company shall provide written notice to the Holder of (x)
any postponement or withdrawal of the filing or effectiveness of a


 


4





















 


Registration Statement pursuant
to this Section 2(d), (y) the Company’s decision to file or seek
effectiveness of such Registration Statement following such withdrawal or
postponement and (z) the effectiveness of such Registration Statement, which
notice, if it relates to clause (x), shall include the reasons therefor if the
Holder shall have previously executed a confidentiality agreement satisfactory
to the Company in respect thereof. The Company may defer the filing of a particular
Registration Statement pursuant to this Section 2(d) only once during
any six-month period.  The period during
which filing or effectiveness is so postponed hereunder is referred to as a “Delay
Period”.


 


(e)                                  Selection
of Underwriters.  If any of the
Registrable Common Stock covered by a Demand Registration is to be sold in an
underwritten offering, the Company shall have the right to select the managing
underwriters to administer the offering subject to the consent of the Holder
for the book-running or lead managing underwriter, in its sole discretion.


 


(f)                                    Other
Registration Rights.  The Company
shall not grant to any Person the right to request the Company (i) to
register any shares of Common Stock in a Demand Registration unless such rights
are consistent with the provisions hereof, or (ii) to register any
securities of the Company (other than shares of Common Stock) in a Demand
Registration.


 


(g)                                 Effective
Period of Demand Registrations.  Upon
the date of effectiveness of any Demand Registration for an underwritten
offering contemplated to be consummated at the time of effectiveness of the
Demand Registration, the Company shall use its reasonable best efforts to keep
such Demand Registration Statement effective for a period equal to 15 business
days from such date or such shorter period which shall terminate when all of
the Registrable Common Stock covered by such Demand Registration has been sold
pursuant to such Demand Registration. If the Company shall withdraw any Demand
Registration pursuant to Section 2(d) or issue a Suspension Notice
pursuant to Section 6(f) within such 15 business day period and
before all of the Registrable Common Stock covered by such Demand Registration
has been sold pursuant thereto, the Holder shall be entitled to a replacement
Demand Registration which shall be subject to all of the provisions of this Agreement.


 


3.                                      Piggyback Registrations.


 


(a)                                  Right
to Piggyback.  Beginning six months
after the date hereof, whenever the Company proposes to register any of its
Common Stock under the Securities Act (other than a registration statement on Form S-8
or on Form S-4 or any similar successor forms thereto), whether for its
own account or for the account of one or more stockholders of the Company and
the form of registration statement to be used may be used for any registration
of Registrable Common Stock (a “Piggyback Registration”), the Company
shall give prompt written notice (in any event no later than 10 days prior to
the filing of such registration statement) to the Holder of its intention to
effect such a registration and, subject to Section 3(b), shall include in
such registration statement all Registrable Common Stock with respect to which
the Company has received written request for inclusion therein from the Holder within
8 days after the Holder’s receipt of


 


5





















 


the Company’s notice. The
Company may postpone or withdraw the filing or the effectiveness of a Piggyback
Registration at any time in its sole discretion.  A Piggyback Registration shall not be
considered a Demand Registration for purposes of Section 2 of this
Agreement or a S-3 Registration for purposes of Section 4 of this
Agreement.


 


(b)                                 Priority
on Primary Piggyback Registrations. 
If a Piggyback Registration is initiated as a primary underwritten
offering on behalf of the Company and the managing underwriters advise the
Company and the Holder (if the Holder has elected to include Registrable Common
Stock in such Piggyback Registration)
that in their opinion the number of shares of Common Stock proposed to be
included in such registration exceeds the number of shares of Common Stock which
can be sold in such offering and/or that the number of shares of Common Stock
proposed to be included in any such registration would adversely affect the
price per share of the Common Stock to be sold in such offering, the Company
shall include in such registration (i) first, the number of shares of
Common Stock that the Company proposes to sell, and (ii) second, the
number of shares of Common Stock requested to be included therein by holders of
Common Stock, including the Holder (if the Holder has elected to include
Registrable Common Stock in such Piggyback Registration), pro rata among all such
holders on the basis of the number of shares of Common Stock requested to be
included therein by all such holders or as such holders may otherwise agree.


 


(c)                                  Priority
on Secondary Registrations.  If a
Piggyback Registration is initiated as an underwritten registration on behalf
of a holder of Common Stock other than Registrable Common Stock, and the
managing underwriters advise the Company that in their opinion the number of
shares of Common Stock proposed to be included in such registration exceeds the
number of shares of Common Stock which can be sold in such offering and/or that
the number of shares of Common Stock proposed to be included in any such
registration would adversely affect the price per share of the Common Stock to
be sold in such offering, then the Company shall include in such registration (i) first,
the number of shares of Common Stock requested to be included therein by the
holder(s) requesting such registration, (ii) second, the number of shares
of Common Stock requested to be included therein by other holders of Common
Stock, including the Holder (if the Holder has elected to include Registrable
Common Stock in such Piggyback Registration), pro rata among such holders on
the basis of the number of shares of Common Stock requested to be included
therein by such holders or as such holders may otherwise agree, and (iii) third,
the number of shares of Common Stock that the Company proposes to sell.


 


(d)                                 Selection
of Underwriters.  If any Piggyback
Registration is initiated as a primary underwritten offering, the Company shall
have the right to select the managing underwriter or underwriters to administer
any such offering.


 


(e)                                  Other
Registration Rights.  The Company
shall not grant to any Person the right to request the Company (i) to
register any shares of Common Stock in a Piggyback Registration unless such
rights are consistent with the provisions hereof, or (ii) to register any
securities of the Company (other than shares of Common Stock) in a Piggyback
Registration.


 


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4.                                      S-3 Registrations.


 


(a)                                  Right
to Request Registration.  At any time
that the Company is eligible to use Form S-3 or any successor thereto, the
Holder shall be entitled to request that the Company file a Registration
Statement on Form S-3 or any successor thereto for a public offering of
all or any portion of the Registrable Common Stock pursuant to Rule 415
promulgated under the Securities Act or otherwise. Upon such request, the
Company shall use its reasonable best efforts (i) to file a Registration
Statement covering the number of shares of Registrable Common Stock specified
in such request under the Securities Act on Form S-3 or any successor
thereto (an “S-3 Registration”) for public sale in accordance with the method
of disposition specified in such request within 30 days of the Holder’s request
therefor and (ii) to cause such S-3 Registration to be declared effective
by the SEC as soon as reasonably practicable thereafter.  The Holder
shall be entitled, upon not less than 24 hours (given on a business day and
effect at the same time on the next business day) prior written notice to the Company
in the manner provided below, to sell such Registrable Common Stock as are then
registered pursuant to such Registration Statement (each, a “Shelf Takedown”).  The Holder shall be entitled to request that
one such Shelf Takedown shall be an underwritten offering; provided,
that (based on then current market prices) the number of shares of Registrable
Common Stock included in such Shelf Takedown would yield gross proceeds to the
Holder of at least $25,000,000. The Holder shall also give the Company prompt
written notice of the consummation of such Shelf Takedown.  A notice of a proposed Shelf Takedown
pursuant to this Section shall be given by e-mail and facsimile
transmission to the Company’s Chief Financial Officer, with a copy to
designated counsel, as provided in Section 11(a) hereof, and shall be
effective when receipt of such notice has been confirmed telephonically.  The Company agrees to waive such 24-hour
notice period if at the time such notice is effective, the Prospectus included
in the Registration Statement related to the Registrable Common Stock proposed
to be sold in the Shelf Takedown does not contain an untrue statement of a
material fact and does not omit any material fact necessary to make the
statements therein not misleading.


 


(b)                                 Priority
on Shelf Takedowns.  The Company may
include Common Stock other than Registrable Common Stock in a Shelf Takedown on
the terms provided below, and, if such Shelf Takedown is an underwritten
offering, only with the consent of the managing underwriters of such
offering.  If the managing underwriters
of the requested Shelf Takedown advise the Company and the Holder that in their
opinion the number of shares of Common Stock proposed to be included in any
Shelf Takedown (1) exceeds the number of shares of Common Stock which can
be sold in such underwritten offering or (2) would adversely affect the
price per share of the Registrable Common Stock proposed to be sold in such
underwritten offering, the Company shall include in such Shelf Takedown only
the number of shares of Common Stock which in the opinion of such managing
underwriters can be sold. If the number of shares of Common Stock which can be
sold is less than the number of shares of Common Stock proposed to be
registered, the amount of Common Stock to be so sold shall be allocated pro
rata among the holders of Common Stock desiring to participate in such Shelf
Takedown on the basis of the number of shares of Common Stock initially
proposed to be registered by such holders or as such holders may otherwise
agree.


 


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(c)                                  Selection
of Underwriters.  If any of the
Registrable Common Stock covered by an S-3 Registration is to be sold in an
underwritten offering, the Company shall have the right to select one of the
co-managing underwriters and the Holder shall have the right to select one of
the co-managing underwriters to administer the offering subject to the consent
of the other for the book-running or lead managing underwriter, in its sole
discretion.


 


(d)                                 Other
Registration Rights.  The Company
shall not grant to any Person the right to request the Company (i) to
register any shares of Common Stock in an S-3 Registration unless such rights
are consistent with the provisions hereof, or (ii) to register any
securities of the Company (other than shares of Common Stock) in an S-3
Registration.


 


5.                                      Holdback Agreements.


 


As long as the
Holder is the beneficial owner of five percent or more of the outstanding
Common Stock of the Company, the Holder agrees not to sell, transfer, hedge the
beneficial ownership of or otherwise dispose of any shares of Common Stock (or
other securities of the Company) held by it for a period equal to the lesser of
(i) ninety (90) days following the date of a prospectus or prospectus supplement,
as applicable, relating to a sale of shares of Common Stock (or other
securities of the Company) in an underwritten offering registered under the
Securities Act or (ii) such shorter period as the managing underwriters of
such underwritten offering shall agree to. Such agreement shall be in writing
in form satisfactory to the Company and the managing underwriters. The Company
may impose stop-transfer instructions with respect to the shares of Registrable
Common Stock (or other securities) subject to the foregoing restriction until
the end of said period. The foregoing restrictions shall not apply to (i) the
exercise of any warrants or stock options to purchase shares of capital stock
of the Company (provided that such limitation does not affect limitations on
any actions specified in the first sentence of this Section 5 with respect to the shares issuable
upon such exercise), (ii) transfers to Affiliates where the transferee
agrees to be bound by the terms hereof, (iii) the participation in the
filing of a registration statement with the Securities and Exchange Commission,
including, without limitation, any S-3 Registration hereunder, or (iv) the
shares of Registrable Common Stock included in the underwritten offering giving
rise to the application of this Section 5. 
Notwithstanding the foregoing, the holdback arrangement set forth in
this Section 5 shall not apply to sale shares of Common Stock that is
registered on Form S-8 or Form S-4.


 


6.                                      Registration Procedures.


 


(a)                                  Whenever
the Holder requests that any Registrable Common Stock be registered pursuant to
this Agreement, the Company shall use its reasonable best efforts to effect the
registration and the sale of such Registrable Common Stock in accordance with
the intended methods of disposition thereof, and, pursuant thereto, the Company
shall as soon as reasonably practicable use its reasonable best efforts to:


 


8





















 


(i)                                     subject to Section 2(a) and
Section 4, prepare and file with the SEC a Registration Statement with
respect to such Registrable Common Stock and cause such Registration Statement
to become effective as soon as reasonably practicable thereafter; and before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto, furnish to the Holder and the underwriter or underwriters, if any,
copies of all such documents proposed to be filed, including documents
incorporated by reference in the Prospectus and, if requested by the Holder,
the exhibits incorporated by reference, and the Holder shall have the
opportunity to object to any information pertaining to the Holder that is
contained therein and the Company will make the corrections reasonably
requested by the Holder with respect to such information prior to filing any
Registration Statement or amendment thereto or any Prospectus or any supplement
thereto;


 


(ii)                                  prepare and file with
the SEC such amendments and supplements to such Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for a
period of not less than (A) 15 business days, in the case of a Demand
Registration, or (B) the earlier of 2 years or the Termination Date in the
case of an S-3 Registration, and no longer than is necessary to complete the
distribution of the Common Stock covered by such Registration Statement and
comply with the provisions of the Securities Act with respect to the
disposition of all the Common Stock covered by such Registration Statement
during such period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement;


 


(iii)                               furnish to each seller
of Registrable Common Stock the Prospectus included in such Registration
Statement (including each preliminary Prospectus) and any supplement thereto
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Common Stock owned by such
seller;


 


(iv)                              register or qualify such
Registrable Common Stock under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable Common
Stock owned by such seller (provided, that the Company will not be required to
(I) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph (iv), (II) subject
itself to taxation in any such jurisdiction or (III) consent to general service
of process in any such jurisdiction);


 


(v)                                 notify each seller of
such Registrable Common Stock, at any time when a Prospectus relating thereto
is required to be delivered


 


9





















 


under the Securities Act, of the occurrence of any event as a result of
which the Prospectus included in such Registration Statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and, at the request of any such seller, the Company
shall prepare a supplement or amendment to such Prospectus so that, as
thereafter delivered to the purchasers of such Registrable Common Stock, such
Prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not
misleading;


 


(vi)                              in the case of an
underwritten offering on behalf of the Holder pursuant to a Demand Registration,
Piggyback Registration or an S-3 Registration, enter into such customary
agreements (including underwriting and lock-up agreements in customary form)
and take all such other customary actions as the Holder or the managing
underwriters of such offering reasonably request in order to expedite or
facilitate the disposition of such Registrable Common Stock (including, without
limitation, making members of senior management of the Company available to
participate in “road-show” and other customary marketing activities (including one-on-one meetings with prospective
purchasers of the Registrable Common Stock)) and cause to be delivered to the
underwriters opinions of counsel to the Company in customary form, covering
such matters as are customarily covered by opinions for an underwritten public
offering as the managing underwriters may request and addressed to the
underwriters;


 


(vii)                           to the extent not prohibited
by applicable law or pre-existing applicable contractual restrictions, (A) make
available, for inspection by the Holder, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney retained
by any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, (B) cause the Company’s officers
and employees to supply all information reasonably requested by the Holder or
such underwriter or attorney in connection with such Registration Statement,
and (C) make the Company’s independent accountants available for any such
underwriter’s due diligence;


 


(viii)                        cause all such Registrable
Common Stock to be listed on each securities exchange on which securities of
the same class issued by the Company are then listed or, if no such similar
securities are then listed, on Nasdaq or a national securities exchange
selected by the Company;


 


(ix)                                provide a transfer
agent and registrar for all such Registrable Common Stock not later than the
effective date of such Registration Statement;


 


10





















 


(x)                                   if requested, cause
to be delivered at the time of delivery of any Registrable Common Stock sold
pursuant to a Registration Statement, letters from the Company’s independent
certified public accountants addressed to each selling Holder (unless such
selling Holder does not provide to such accountants the appropriate
representation letter required by rules governing the accounting
profession) and each underwriter, if any, stating that such accountants are
independent public accountants within the meaning of the Securities Act and the
applicable rules and regulations adopted by the SEC thereunder, and
otherwise in customary form and covering such financial and accounting matters
as are customarily covered by letters of the independent certified public
accountants delivered in connection with primary or secondary underwritten
public offerings, as the case may be;


 


(xi)                                make
generally available to its stockholders a consolidated earnings statement
(which need not be audited) for the 12 months beginning after the effective
date of a Registration Statement as soon as reasonably practicable after the
end of such period, which earnings statement shall satisfy the requirements of
an earning statement under Section 11(a) of
the Securities Act; and


 


(xii)                             promptly notify the Holder and the
underwriter or underwriters, if any:


 


(1)                                  when the
Registration Statement, any pre-effective amendment, the Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
has been filed and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective;


 


(2)                                  of the
notification to the Company by the SEC of its initiation of any proceeding with
respect to the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement; and


 


(3)                                  of the receipt
by the Company of any notification with respect to the suspension of the
qualification of any Registrable Common Stock for sale under the applicable
securities or blue sky laws of any jurisdiction.


 


(b)                                 No
Registration Statement (including any amendments thereto) shall contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein not
misleading, and no Prospectus (including any supplements thereto) shall contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, in each
case, except for any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission of a material fact made in reliance on


 


11





















 


and in conformity with written
information furnished to the Company by or on behalf of the Holder specifically
for use therein.


 


(c)                                  The
Company shall make available to the Holder such number of copies of a
Prospectus, including a preliminary Prospectus, and all amendments and
supplements thereto and such other documents as the Holder may reasonably
request in order to facilitate the disposition of the Registrable Common Stock
owned by the Holder. The Company will promptly notify the Holder of the
effectiveness of each Registration Statement or any post-effective amendment.
The Company will promptly respond to any and all comments received from the
SEC, with a view towards causing each Registration Statement or any amendment
thereto to be declared effective by the SEC as soon as reasonably practicable
and shall file an acceleration request as soon as reasonably practicable
following the resolution or clearance of all SEC comments or, if applicable,
following notification by the SEC that any such Registration Statement or any
amendment thereto will not be subject to review.


 


(d)                                 At
all times after the Company has filed a registration statement with the SEC
pursuant to the requirements of the Securities Act, the Company shall use its reasonable best efforts to file all reports
required to be filed by it under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder, and use its
reasonable best efforts to take such further action as the Holder may reasonably
request, all to the extent required to enable the Holder to be eligible to sell
Registrable Common Stock pursuant to Rule 144 (or any similar rule then
in effect).


 


(e)                                  The
Company may require each seller of Registrable Common Stock as to which any
registration is being effected to furnish to the Company any other information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request in writing.


 


(f)                                    Each
seller of Registrable Common Stock agrees by having its stock treated as
Registrable Common Stock hereunder that, upon notice of the happening of any
event as a result of which the Prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits any material
fact necessary to make the statements therein not misleading (a “Suspension
Notice”), such seller will forthwith discontinue disposition of Registrable
Common Stock for a reasonable length of time not to exceed 60 days until such
seller is advised in writing by the Company that the use of the Prospectus may
be resumed and is furnished with a supplemented or amended Prospectus as
contemplated by Section 6(a)(v) hereof, and, if so directed by the
Company, such seller will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such seller’s possession, of
the Prospectus covering such Registrable Common Stock current at the time of
receipt of such notice; provided, however, that such postponement of sales of
Registrable Common Stock by the Holder shall not exceed one hundred and fifty
(150) days in the aggregate in any one year. If the Company shall give any
notice to suspend the disposition of Registrable Common Stock pursuant to a
Prospectus, the Company shall extend the period of time during which the
Company is required to maintain the Registration Statement effective pursuant
to this Agreement by the number of days during the period from and including


 


12





















 


the date of the giving of such
notice to and including the date such seller either is advised by the Company
that the use of the Prospectus may be resumed or receives the copies of the
supplemented or amended Prospectus contemplated by Section 6(a)(v) (a
“Blackout Period”). In any event, the Company shall not be entitled to
deliver more than four (4) Suspension Notices in any one year.


 


7.                                      Registration Expenses.


 


(a)                                  All
expenses incident to the Company’s performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, listing
application fees, printing expenses, transfer agent’s and registrar’s fees,
cost of distributing Prospectuses in preliminary and final form as well as any
supplements thereto, and fees and disbursements of counsel for the Company and
all independent certified public accountants and other Persons retained by the
Company (all such expenses being herein called “Registration Expenses”)
(but not including any underwriting discounts or commissions attributable to
the sale of Registrable Common Stock or fees and expenses of more than one
counsel representing the Holder), shall be borne by the Company. In addition,
the Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers
and employees performing legal or accounting duties), the expense of any annual
audit or quarterly review, the expense of any liability insurance and the
expenses and fees for listing the securities to be registered on each
securities exchange on which they are to be listed.


 


(b)                                 In
connection with one underwritten offering initiated by the Holder pursuant to
the Demand Registration or the S-3 Registration, the Company shall reimburse
the Holder covered by such registration or sale for the reasonable fees and
disbursements of one law firm chosen by the Holder, subject to a maximum of $15,000.


 


(c)                                  The
obligation of the Company to bear the expenses described in Section 7(a) and
to reimburse the Holder for the expenses described in Section 7(b) shall
apply irrespective of whether a registration, once properly demanded, if
applicable, becomes effective, is withdrawn or suspended, is converted to
another form of registration and irrespective of when any of the foregoing
shall occur; provided, however, that Registration Expenses for any Registration
Statement withdrawn solely at the request of the Holder (unless withdrawn
following postponement of filing by the Company in accordance with Section 2(d) or
Section 3(a)) or any supplements or amendments to a Registration Statement
or Prospectus resulting from a misstatement furnished to the Company by the
Holder shall be borne by the Holder.  In
addition to the Company’s expense reimbursement obligation under Section 7(b),
if any Registration Statement is withdrawn (unless such withdrawal is solely at
the request of the Holder), the Company shall reimburse the Holder for its
reasonable legal fees and related disbursements in connection with such
withdrawn Registration Statement.


 


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8.                                      Indemnification.


 


(a)                                  The
Company shall indemnify, to the fullest extent permitted by law, the Holder and
each Person who controls the Holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus, free writing prospectus (as defined in Rule 405
promulgated under the Securities Act) or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same are made in reliance and in conformity with
information furnished in writing to the Company by the Holder expressly for use
therein or caused by the Holder’s failure to deliver to the Holder’s immediate
purchaser a copy of the Registration Statement, Prospectus, free writing
prospectus (as defined in Rule 405 promulgated under the Securities Act)
or any amendments or supplements thereto (if the same was required by
applicable law to be so delivered) after the Company has furnished the Holder
with a sufficient number of copies of the same prior to any written
confirmation of the sale of Registrable Common Stock. In connection with an
underwritten offering, the Company shall indemnify such underwriters and each
Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification
of the Holder.


 


(b)                                 In
connection with any Registration Statement in which the Holder is
participating, the Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such Registration Statement or Prospectus or free writing
prospectus (as defined in Rule 405 promulgated under the Securities Act) and,
shall indemnify, to the fullest extent permitted by law, the Company, its
officers, directors and each Person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration
Statement, Prospectus, free writing prospectus (as defined in Rule 405
promulgated under the Securities Act) or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that the same are made in reliance and in conformity with
information furnished in writing to the Company by the Holder expressly for use
therein or caused by the Holder’s failure to deliver to the Holder’s immediate
purchaser a copy of the Registration Statement, Prospectus, free writing
prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto (if
the same was required by applicable law to be so delivered) after the Company
has furnished the Holder with a sufficient number of copies of the same prior
to any written confirmation of the sale of Registrable Common Stock; provided, however, that the liability of
the Holder shall be in proportion to and limited to the net amount received by
the Holder from the sale of Registrable Common Stock pursuant to such Registration
Statement.


 


14





















 


(c)                                  Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying
party who is entitled to, and elects to, assume the defense of a claim shall
not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party there may be one or
more legal or equitable defenses available to such indemnified party which are
in addition to or may conflict with those available to another indemnified
party with respect to such claim. Failure to give prompt written notice shall
not release the indemnifying party from its obligations hereunder.


 


(d)                                 The
indemnification provided for under this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.


 


(e)                                  If
the indemnification provided for in or pursuant to this Section 8 is due
in accordance with the terms hereof, but is held by a court to be unavailable
or unenforceable in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified Person as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions which result
in such losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of the indemnifying party
on the one hand and of the indemnified Person on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party, and by such party’s
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. In no event shall the liability of the
Holder be greater in amount than the amount of net proceeds received by the
Holder upon such sale or the amount for which such indemnifying party would
have been obligated to pay by way of indemnification if the indemnification
provided for under Section 8(a) or 8(b) hereof had been
available under the circumstances.


 


9.                                      Participation in Underwritten Registrations.


 


No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person’s securities on the basis provided
in any underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of


 


15





















 


attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements.


 


10.                               Rule 144.


 


The Company
shall use its reasonable best efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and use its reasonable best efforts
to take such further action as the Holder may reasonably request to make
available adequate current public information with respect to the Company
meeting the current public information requirements of Rule 144(c) under
the Securities Act, to the extent required to enable the Holder to sell
Registrable Common Stock without registration under the Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the SEC. Upon the request
of the Holder, the Company will deliver to the Holder a written statement as to
whether it has complied with such information and requirements.


 


11.                               Miscellaneous.


 


(a)                                  Notices.  Except as otherwise provided herein, all notices,
requests, consents and other communications required or permitted hereunder
shall be in writing and shall be hand delivered or mailed postage prepaid by
registered or certified mail or by facsimile transmission (with immediate
telephone confirmation thereafter),


 


If to the Company:


 


Morgans Hotel
Group Co.

475 Tenth Avenue

New York, New York  10018

Attention:                                         Chief
Financial Officer

Facsimile:                                            (212)
277-4201


E-mail:  richard.szymanski@morganshotelgroup.com


 


with a copy to
(which shall not constitute notice):


 


NorthStar
Capital Investment Corp.

527 Madison Avenue

New York, New York

Attention:                                         W.
Edward Scheetz

Facsimile:                                            (212)
319-4557


 


with a copy to
(which shall not constitute notice):


 


Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention:                                         Robert
W. Downes, Esq.


 


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Facsimile:                                            (212)
558-3588

E-mail:  downesr@sullcrom.com


 


If to the
Securityholder:


 


c/o Ian Schrager Company LLC


818 Greenwich Street


New York, New York 10014


Facsimile:                                            (212)
898-1162


 


with a copy
to:


 


Skadden, Arps,
Slate, Meagher & Flom LLP

Four Times Square

New York, New York  10036-6522

Attention:                                         Benjamin
F. Needell, Esq.

Facsimile:                                            (212)
735-2000


 


or at such
other address as such party each may specify by written notice to the others,
and, except as otherwise provided herein, each such notice, request, consent
and other communication shall for all purposes of the Agreement be treated as
being effective or having been given when delivered personally, upon receipt of
facsimile confirmation if transmitted by facsimile, or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in a
regularly maintained receptacle for the deposit of United States mail,
addressed and postage prepaid as aforesaid.


 


(b)                                 No
Waivers.  No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


(c)                                  Expenses.  Except as otherwise provided for herein or
otherwise agreed to in writing by the parties, all costs and expenses incurred
in connection with the preparation of this Agreement shall be paid by the
Company.


 


(d)                                 Successors
and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, it being understood that
subsequent holders of the Registrable Common Stock are intended third party
beneficiaries hereof.


 


(e)                                  Governing
Law.  The internal laws of the State
of New York shall govern the enforceability and validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of
the parties.


 


(f)                                    Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby must be
brought in any federal or state court


 


17





















 


located in the County and State
of New York, and each of the parties hereby consents to the jurisdiction of
such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing,
each party agrees that service of process on such party as provided in Section 11(a) shall
be deemed effective service of process on such party.


 


(g)                                 Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(h)                                 Counterparts;
Effectiveness.  This Agreement may be
executed in any number of counterparts (including by facsimile) and by
different parties hereto in separate counterparts, with the same effect as if
all parties had signed the same document. All such counterparts shall be deemed
an original, shall be construed together and shall constitute one and the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.


 


(i)                                     Entire
Agreement.  This Agreement contains
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes and replaces all other prior agreements, written
or oral, among the parties hereto with respect to the subject matter hereof.


 


(j)                                     Captions.  The headings and other captions in this
Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any provision of this Agreement.


 


(k)                                  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such a determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


(l)                                     Amendments.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or


 


18





















 


consents to departures from the
provisions hereof may not be given without the prior written consent of the
Company and the Holder.


 


(m)                               Equitable
Relief.  The parties hereto agree
that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and
injunctive relief, may be used to enforce the provisions of this Agreement.


 


[Execution Page Follows]


 


19





















 


IN WITNESS
WHEREOF, this Registration Rights Agreement has been duly executed by each of
the parties hereto as of the date first written above.


 


	
  RSA ASSOCIATES, L.P.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  MORGANS HOTEL GROUP CO.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


20