NASDAQ BUT HAVE
NOT BEEN DESIGNATED AS AN NMS SECURITY, FAIR MARKET VALUE OF A SHARE OF STOCK ON
ANY SUCH DATE SHALL BE THE AVERAGE OF THE HIGHEST BID AND LOWEST ASKED PRICES
FOR SUCH SHARE OF STOCK ON THE SYSTEM ON SUCH DATE ON WHICH BOTH THE BID AND
ASKED PRICES WERE REPORTED.
(P)
"FREE STANDING RIGHTS" HAS THE MEANING SET FORTH IN SECTION 8
HEREOF.
(Q)
"FREE STANDING STOCK APPRECIATION RIGHTS" HAS THE MEANING SET
FORTH IN SECTION 8 HEREOF.
5
(R)
"IMMEDIATE FAMILY" MEANS ANY CHILD, STEPCHILD, GRANDCHILD,
PARENT, STEPPARENT, GRANDPARENT, SPOUSE, SIBLING, MOTHER-IN-LAW, FATHER-IN-LAW,
SON-IN-LAW, DAUGHTER-IN-LAW, BROTHER-IN-LAW OR SISTER-IN-LAW, AND SHALL INCLUDE
ADOPTIVE RELATIONSHIPS OF THE PARTICIPANT AND FAMILY LIMITED PARTNERSHIPS,
TRUSTS OR SIMILAR ENTITIES WHICH ARE PRIMARILY FOR THE BENEFIT OF THE
PARTICIPANT AND HIS OR HER IMMEDIATE FAMILY.
(S)
"INCENTIVE STOCK OPTION" MEANS ANY STOCK OPTION INTENDED TO BE
DESIGNATED AS AN "INCENTIVE STOCK OPTION" WITHIN THE MEANING OF SECTION 422 OF
THE CODE.
(T)
"INITIAL OFFERING PRICE" MEANS THE "PRICE TO PUBLIC" OF THE
SHARES OF STOCK THAT THE COMPANY ISSUES AND SELLS TO THE IPO UNDERWRITERS
PURSUANT TO THE UNDERWRITING AGREEMENT, AS SET FORTH ON THE COVER PAGE OF THE
IPO PROSPECTUS.
(U)
"INITIAL PUBLIC OFFERING" MEANS THE INITIAL UNDERWRITTEN PUBLIC
OFFERING OF STOCK PURSUANT TO THE IPO PROSPECTUS.
(V)
"IPO PROSPECTUS" MEANS THE COMPANY'S PROSPECTUS RELATING TO THE
INITIAL PUBLIC OFFERING AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT AND DEEMED A PART OF THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (NO. 333-129277) AT THE TIME SUCH
REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE
COMMISSION.
(W)
"IPO UNDERWRITERS" MEANS THE UNDERWRITERS OF THE INITIAL PUBLIC
OFFERING.
(X)
"LLC UNIT" OR "LLC UNITS" MEANS A MEMBERSHIP INTEREST OR
MEMBERSHIP INTERESTS IN MORGANS GROUP LLC, A DELAWARE LIMITED LIABILITY COMPANY
AND THE ENTITY THROUGH WHICH THE COMPANY CONDUCTS A SIGNIFICANT PORTION OF ITS
BUSINESS.
(Y)
"NON-EMPLOYEE DIRECTOR" MEANS A DIRECTOR OF THE COMPANY WHO IS NOT
AN EMPLOYEE OF THE COMPANY.
6
(Z)
"NON-QUALIFIED STOCK OPTION" MEANS ANY STOCK OPTION THAT IS NOT
AN INCENTIVE STOCK OPTION, INCLUDING ANY STOCK OPTION THAT PROVIDES (AS OF THE
TIME SUCH STOCK OPTION IS GRANTED) THAT IT WILL NOT BE TREATED AS AN INCENTIVE
STOCK OPTION.
(AA)
"NCIC" MEANS NORTHSTAR CAPITAL INVESTMENT CORP., A MARYLAND
CORPORATION.
(BB)
"OTHER AWARDS" MEANS AN AWARD GRANTED PURSUANT TO SECTION 11
HEREOF.
(CC)
"OVERALLOTMENT IPO SHARES" MEANS ANY SHARES OF STOCK THAT THE
COMPANY ISSUES AND SELLS TO THE IPO UNDERWRITERS AS A RESULT OF ANY EXERCISE OF
THE OVERALLOTMENT OPTION GRANTED BY THE COMPANY TO THE IPO UNDERWRITERS PURSUANT
TO THE UNDERWRITING AGREEMENT RELATING TO THE INITIAL PUBLIC OFFERING.
(DD)
"PARENT" MEANS ANY CORPORATION (OTHER THAN THE COMPANY) IN AN
UNBROKEN CHAIN OF CORPORATIONS ENDING WITH THE COMPANY, IF EACH OF THE
CORPORATIONS IN THE CHAIN (OTHER THAN THE COMPANY) OWNS STOCK POSSESSING 50% OR
MORE OF THE COMBINED VOTING POWER OF ALL CLASSES OF