EX-2
from SC 13D/A
9 pages
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 Equity Provider, the “Merger Agreement”), by and Among Trousdale, Trousdale Acquisition Sub, Inc., a Delaware Corporation (“Sub-S”) and a Wholly Owned Subsidiary of Trousdale, and Morgans Hotel Group Co., a Delaware Corporation (“Monroe”), Sub-S Will, Subject to Receipt of the Monroe Stockholder Approval, Be Merged With and Into Monroe Pursuant to the Merger, With Monroe Being the Surviving Entity of Such Merger and a Wholly-Owned Subsidiary of Trousdale or New Holdco. Each Capitalized Term Used and Not Defined Herein Shall Have the Meaning Ascribed Thereto in the Merger Agreement
12/34/56
