SC 13E3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

Morgans Hotel Group Co.

(Name of the Issuer)

Morgans Hotel Group Co. SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. Yucaipa Hospitality Investments, LLC

(Names of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

61748W108

(CUSIP Number of Class of Securities)

Morgans Hotel Group Co. 475 Tenth Avenue, 11^th Floor New York, NY 10018 (212) 277-4100 Attn: General Counsel SBEEG Holdings, LLC Trousdale Acquisition Sub, Inc. 5900 Wilshire, 31st Floor, Los Angeles, CA 90036 (323) 655-8000 Attn: Sam Nazarian Yucaipa Hospitality Investments, LLC 9130 Sunset Blvd. Los Angeles, CA 90069 (310) 789-7200 Attn: Robert P. Bermingham

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to

Fried, Frank, Harris Shriver & Jacobson LLP One New York Plaza New York, New York 10004 (212) 859-8000 Attn: Warren S. de Wied, Esq. Daniel Bursky, Esq. O’Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 (213) 430-6000 Attn: Mark Easton, Esq. Sidley Austin LLP 555 West Fifth Street Los Angeles, CA 90013 (213) 896-6000 Attn: Stephen D. Blevit, Esq. Vijay S. Sekhon, Esq.

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$81,279,648	$8,185

* Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

In accordance with Exchange Act Rule 0-11(c), the filing fee of $8,185 was determined by multiplying 0.0001007 by the estimated aggregate merger consideration of $81,279,648. The aggregate merger consideration was calculated by multiplying the 36,124,288 shares of common stock (including shares subject to restricted stock units and LTIP Units by the per share merger consideration of $2.25.

x  Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

Amount Previously Paid:   $8.185	Filing Party:   Morgans Hotel Group Co.
Form or Registration No.:   Schedule 14A	Date Filed:   June 22, 2016

Introduction

This Rule 13E-3 Transaction Statement, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by (i) Morgans Hotel Group Co., a Delaware corporation (the “Company”), (ii) Trousdale Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), (iii) SBEEG Holdings, LLC, a Delaware limited liability company (“SBE”) and (iv) Yucaipa Hospitality Investments, LLC, a Delaware limited liability company (“Yucaipa”) (each a “Filing Person” and collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of May 9, 2016 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, SBE and Merger Sub. Pursuant to the Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the merger, as a direct or indirect wholly owned subsidiary of a new holding company to be established by SBE, in which Yucaipa, the members of SBE and certain other parties will be members (“Purchaser”). Upon completion of the merger, each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), other than shares owned by the Company and SBE and holders who have properly demanded and not withdrawn a demand for appraisal rights, will be converted into the right to receive $2.25 per share in cash, without interest and less any required withholding taxes. Following the completion of the merger, the Common Stock will no longer be publicly traded, and holders of the Common Stock that has been converted will cease to have any ownership interest in the Company. The Series A preferred securities of the company, par value $9.01 per share, will be exchanged for a combination of common and preferred equity interests in Purchaser and certain restaurants leasehold interests, as more fully described in the Proxy Statement (as defined below). The holder of all of the Series A preferred securities has entered into a voting agreement with SBE, subject to the terms and conditions of which it has agreed to consent to the merger and the exchange of Series A preferred securities described above.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from stockholders of the Company in connection with the merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and address. The Company’s name, and the address and telephone number of its principal executive offices are as follows:

Morgans Hotel Group Co.

475 Tenth Avenue

New York, NY 10018

(212) 277-4100

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote for the Merger”

“Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding the Company—Market Price of the Company’s Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger Agreement—Conduct of Business Pending the Merger”

“Important Information Regarding the Company—Market Price of the Company’s Common Stock”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding the Company—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding the Company—Transactions in Common Stock”

Item 3. Identity and Background of Filing Person

Regulation M-A Item 1003

(a)-(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Parties to the Merger”

“Important Information Regarding the Company”

“Important Information Regarding SBE, Merger Sub and Purchaser”

“Important Information Regarding Yucaipa”

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) Material terms.

(1) Not applicable.

(2)(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

(2)(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“The Merger Agreement—Treatment of Company Equity Awards”

“The Merger Agreement—Payment with respect to Common Stock and Equity Awards in the Merger”

(2)(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

(2)(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement—Conditions to the Merger”

(2)(v) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“Agreements Involving Common Stock”

(2)(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Anticipated Accounting Treatment of the Merger”

(2)(vii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“Agreements Involving Common Stock”

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“Special Factors—Appraisal Rights”

“Rights of Appraisal”

Annex C—Section 262 of the Delaware General Corporation Law

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Provisions for Unaffiliated Stockholders”

(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a)(1) - (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“Agreements Involving Common Stock”

“Important Information Regarding the Company—Transactions in Common Stock”

(b) - (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Agreements Involving Common Stock”

“Important Information Regarding the Company—Transactions in Common Stock”

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Debt Financing”

“Special Factors—Limited Guaranty”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement”

“Agreements Involving Common Stock—Voting Agreement”

“Agreements Involving Common Stock—Rollover Commitment Letter”

Item 6. Purposes of the Transaction, and Plans or Proposals.

Regulation M-A Item 1006

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“The Merger Agreement—Treatment of Company Equity Awards”

(c)(1) - (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Plans for the Company after the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Debt Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“The Merger Agreement—Treatment of Company Equity Awards”

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Plans for the Company after the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Morgan Stanley”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Plans for the Company after the Merger”

“Special Factors—Certain Effects of the Merger”

Annex B—Opinion of Morgan Stanley & Co. LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Fees and Expenses”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Series A Preferred Securities”

“The Merger Agreement—Treatment of Non-Managing Member Units”

“The Merger Agreement—Treatment of Company Equity Awards”

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a) - (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Morgan Stanley”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Interests of The Company’s Directors and Executive Officers in the Merger”

Annex B—Opinion of Morgan Stanley & Co. LLC

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement—Conditions to the Merger”

(d) Unaffiliated representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Morgan Stanley”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

Annex B—Opinion of Morgan Stanley & Co. LLC

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Recommendation of the Board of Directors”

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a) - (c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Morgan Stanley”

“Where You Can Find Additional Information”

Annex B—Opinion of Morgan Stanley & Co. LLC

Presentation to the Board of Directors, dated March 14, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.

Fairness Opinion Presentation, dated May 8, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) - (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Financing”

“Special Factors—Debt Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Agreements Involving Common Stock—Rollover Commitment Letter”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination Fees; Reimbursement of Expenses”

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management”

As of [●], the directors and executive officers of each of SBE and Merger Sub do not beneficially own any shares of Common Stock, except as set forth below:

Richard Acosta, Chief Financial Officer of SBE, acquired 32 shares of Common Stock on October 16, 2014, representing a 0.0000009% interest in the Company. Mr. Acosta’s address is 5900 Wilshire, 31st Floor, Los Angeles, CA 90036.

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Agreements Involving Common Stock”

“Important Information Regarding the Company—Transactions in Common Stock”

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Required Vote for the Merger”

“Agreements Involving Common Stock”

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of SBE, Merger Sub and Purchaser as to Fairness of the Merger”

“Special Factors—Position of Yucaipa as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of SBE, Merger Sub and Purchaser for the Merger”

“Special Factors—Purposes and Reasons of Yucaipa for the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Item 13. Financial Information

Regulation M-A Item 1010

(a) Financial statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding the Company—Selected Historical Financial Information”

“Important Information Regarding the Company—Ratio of Earnings to Fixed Charges”

“Important Information Regarding the Company—Book Value Per Share”

“Where You Can Find Additional Information”

(b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) - (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Additional Assistance”

Item 15. Additional Information

Regulation M-A Item 1011

(b) Golden Parachute Compensation: The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors— Quantification of Potential Payments to the Company’s Named Executive Officers in Connection with the Merger”

(c)Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1) Preliminary Proxy Statement of Morgans Hotel Group Co. (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

(a)(3) Letter to Morgans Stockholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).

(a)(5) Press Release dated May 9, 2016 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed May 9, 2016).

(b)(1) Debt Commitment Letter, dated as of May 9, 2016, by and between SBEEG Holdings, LLC and Security Benefit Corporation.

(c)(1) Opinion of Morgan Stanley & Co. LLC, dated May 9, 2016 (incorporated herein by reference to Annex B of the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(c)(2)*Presentation to the Board of Directors, dated March 14, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.

(c)(3)*Fairness Opinion Presentation, dated May 8, 2016, presented by Morgan Stanley & Co. LLC to the Board of Directors of the Company.

(d)(1) Agreement and Plan of Merger, by and among Morgans Hotel Group Co., SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc., dated as of May 9, 2016 (incorporated herein by reference to Annex A of the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(d)(2) Rollover Letter, by and among Yucaipa Hospitality Investments, LLC, SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc., dated as of May 9, 2016.

(d)(4) Monroe Voting Agreement, among SBEEG Holdings, LLC and OTK Associates, LLC, dated as of May 9, 2016.

(d)(5) Monroe Voting Agreement, among SBEEG Holdings, LLC, Pine River Master Fund Ltd., Pine River Fixed Income Master Fund Ltd. and Pine River Convertibles Master Fund Ltd., dated as of May 9, 2016.

(d)(6) Monroe Voting Agreement, among SBEEG Holdings, LLC and Accommodations Acquisition Corp., dated as of May 9, 2016.

(d)(7) Monroe Voting Agreement, among SBEEG Holdings, LLC and Yucaipa Hospitality Investments, LLC, dated as of May 9, 2016.

(d)(9) Equity Commitment Letter, dated as of May 9, 2016, by and between SBEEG Holdings, LLC and Cain Hoy Enterprises LP.

(d)(10) Guaranty of Commitment, dated as of May 9, 2016, by and between Security Benefit Corporation and Cain Hoy Enterprises LP.

(f)(1) Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex C of the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(g) None.

* Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of June 22, 2016

MORGANS HOTEL GROUP CO.
By:	/s/ Richard Szymanski
Name:	Richard Szymanski
Title:	Chief Financial Officer
SBEEG HOLDINGS, LLC
By:	/s/ Sam Nazarian
Name:	Sam Nazarian
Title:	Chairman & Chief Executive Officer
TROUSDALE ACQUISITION SUB, INC.
By:	/s/ Sam Nazarian
Name:	Sam Nazarian
Title:	Chairman & President
YUCAIPA HOSPITALITY INVESTMENTS, LLC
By:	/s/ Robert P. Bermingham
Name:	Robert P. Bermingham
Title:	Vice President & Secretary

EX-99.A.5

Exhibit (a)(5)

SBE TO ACQUIRE MORGANS HOTEL GROUP

NEW YORK– May 9, 2015 – Morgans Hotel Group Co. (NASDAQ: MHGC), (“Morgans”) today announced it has entered into a definitive agreement under which Morgans will be acquired by leading global lifestyle hospitality company SBE. Under terms of the agreement, SBE will acquire all of the outstanding shares of Morgans common stock for $2.25 per share in cash, which, together with the exchange of Morgans Series A preferred securities, the assumption of debt and transfer of capitalized leases, represents a total enterprise value of approximately $794 million. The per share price represents a 69 percent premium over Morgans’ unaffected closing price on May 5, 2016, and a 54 percent premium to Morgans’ volume weighted average price for the 30 days up to and including May 5, 2016.

As part of the transaction, affiliates of The Yucaipa Companies will exchange $75 million in Series A preferred securities, accrued preferred dividends, and warrants for $75 million in preferred shares and an interest in the common equity in the acquirer and, following the closing, the leasehold interests in three restaurants in Las Vegas currently held by Morgans.

At closing, SBE will acquire Morgans’ portfolio of thirteen owned, operated or licensed hotel properties in London, Los Angeles, New York, Miami, San Francisco, Las Vegas and Istanbul, including its Hudson New York and Delano South Beach properties. SBE is currently working with the lenders to assume the mortgages of the Hudson and Delano properties, approximately $422 million, and expects this to occur at closing.

Howard M. Lorber, Morgans Chairman, said, “Morgans’ Board of Directors carefully considered all of the alternatives available to us and we are pleased to have arrived at a transaction that we believe is in the best interests of our shareholders, while providing a great home for our attractive assets under a renowned hospitality company in SBE.”

The transaction, which was approved by the Board of Directors, is expected to close in the third or fourth quarter, and is subject to regulatory approvals, the assumption or refinancing of Morgans’ mortgage loan agreements, and customary closing conditions, including approval of the transaction by Morgans shareholders. Morgans shareholders representing approximately 29 percent of the Company’s outstanding shares of common stock have signed voting agreements in support of this transaction, including OTK Associates, Pine River Capital Management and Vector Group Ltd. Affiliates of The Yucaipa Companies have also signed a voting agreement in respect of their Series A preferred securities and warrants.

SBE has obtained commitments to finance the transaction through a combination of proceeds from the sale of new preferred equity in the newly-formed company to a third-party investor, liquidity from the refinancing of its existing term loans and a new revolver.

In light of today’s announcement, the Company’s first quarter earnings call, previously scheduled for today at 5:00 PM Eastern Time (U.S.) has been cancelled.

Morgan Stanley & Co. LLC served as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisors to Morgans Hotel Group.

About Morgans Hotel Group

Morgans Hotel Group Co. (NASDAQ: MHGC) is widely credited as the creator of the first “boutique” hotel and a continuing leader of the hotel industry’s boutique sector. Morgans Hotel Group operates Delano in South Beach, Mondrian in Los Angeles, South Beach and London, Hudson in New York, Morgans and Royalton in New York, Clift in San Francisco, Shore Club in South Beach and Sanderson and St Martins Lane in London. Morgans Hotel Group has ownership interests or owns several of these hotels. Morgans Hotel Group also licenses its brand through Delano in Las Vegas and 10 Karaköy in Istanbul, Turkey. Morgans Hotel Group has other hotels in various stages of development to be operated under management or franchise agreements, including a Mondrian property in Doha, Qatar and a Delano in Dubai. For more information please visit www.morganshotelgroup.com.

Contacts:

Investors

Richard Szymanski

Morgans Hotel Group Co.

212.277.4188

Media

Stephanie Pillersdorf/Pamela Greene/Patrick Scanlan

Sard Verbinnen & Co

212.687.8080

Important Information About the Transaction and Where to Find It

In connection with the proposed transaction, Morgans will file with the Securities and Exchange Commission (“SEC”) a proxy statement. Morgans may also file other documents with the SEC regarding the proposed transaction. MORGANS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Morgans stockholders may obtain free copies of the proxy statement (when available) and other documents filed with the SEC by Morgans through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Morgans at (212) 277-4188.

Participants in the Solicitation

Morgans and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Morgans is contained in Morgans’ Form 10-K for the year ended December 31, 2015 and its proxy statement filed on April 15, 2016, which are filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the transaction.

Legal Notice Regarding Forward-Looking Statements

This press release, and the documents to which Morgans refers in this communication, contain not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Morgans’ expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of Morgans, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss Morgans’ future expectations or state other forward-looking information and may involve known and unknown risks over which Morgans has no control. Those risks include, (i) the risk that the transaction may not be completed in a timely manner or at all, including by reason of the unavailability of financing, which may adversely affect Morgans’ business and the price of the common stock of Morgans, (ii) the failure to satisfy any of the conditions to the consummation of the transaction, including the adoption of the acquisition agreement by the stockholders of Morgans, the assumption or refinancing of Morgans’ mortgage loan agreements and the receipt of governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement, (iv) the effect of the announcement or pendency of the transaction on Morgans’ business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from Morgans’ ongoing business operations and (vii) the outcome of any legal proceedings that may be instituted against us related to the acquisition agreement or the transaction. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, Morgans does not undertake to update these forward-looking statements to reflect future events or circumstances.

EX-99.B.1

Exhibit (b)(1)

Execution Version

Security Benefit Corporation

One Security Benefit Place

Topeka, Kansas 66636

SBEEG HOLDINGS, LLC

2780 Holdings, LLC

Las Vegas, Nevada 89109

May 9, 2016

To Whom It May Concern:

We understand that SBEEG Holdings, LLC (“SBEEG”, “you” or the “Company”) is in discussions with Morgans Hotel Group Co. (“Morgans” or the “Acquired Company”) regarding a potential acquisition of Morgans (the “Acquisition”) by a new holding company of SBEEG organized in Delaware (“New Holdco”) through a merger of Trousdale Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Holdco (“Merger Sub”), with and into Morgans, with Morgans as the surviving corporation, substantially in the manner set forth in Annex A attached hereto (the “Merger Transactions”), as a result of which Morgans will become a wholly owned subsidiary of New Holdco and a sister company of SBEEG. In connection with the Merger Transactions, SBEEG proposes to refinance all outstanding amounts under SBEEG’s existing senior secured credit agreements (the “Existing Credit Agreement” and, such refinancing, together with the Merger Transactions, the “Transactions”).

You have further advised us that, in connection therewith, New Holdco will obtain the senior secured credit facilities (the “Facilities”) described in the Summary of Terms attached hereto as Annex B, in an aggregate principal amount of up to $205,000,000, comprised of a $175,000,000 senior secured term loan facility (the “Term Loan Facility”) and a $30,000,000 senior secured revolving credit facility (the “Revolving Facility”).

1. Commitments.

In connection with the foregoing, Security Benefit Corporation (directly or through SBC Funding II, LLC or another designated affiliate) (“SBC” or the “Initial Lender”) is pleased to advise you of its commitment to provide 100% of the principal amount of the Facilities (the “Commitment”). All commitments, undertakings and agreements provided by SBC hereunder are subject to the terms and conditions set forth in this commitment letter (this letter agreement, including Annex B (the “Summary of Terms”) and each other annex and attachment hereto, collectively, the “Commitment Letter”).

2. Information.

You hereby represent that (and with respect to information relating to the Acquired Company and its subsidiaries, to the best of your knowledge) (a) all written information other than the projections (the “Information”) that has been or will be made available to us by you or any of your representatives is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the projections that have been or will be made available to us by you or any of your representatives (the “Projections”) have been or will be prepared in good faith based upon accounting principles consistent with the historical audited financial statements of SBEEG and the Acquired Company and upon assumptions that you believe to be reasonable at the time made and at the time such Projections are made available to us. You agree that if at any time prior to the closing date of the Facilities (the “Closing Date”) any of the representations in the preceding sentence would be incorrect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and Projections so that such representations will be correct under those circumstances. SBC and any other lenders under the Facilities (the “Lenders”) recognize that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized.

3. Conditions Precedent.

The Initial Lender’s commitments hereunder are subject to (a) the negotiation, execution and delivery of definitive documentation with respect to the Facilities consistent with the Summary of Terms and otherwise subject to the Documentation Principles, (b) the satisfaction in all respects of the conditions set forth in Annex C attached hereto and (c) from the date hereof (i) there shall be no other issues of competitive debt securities or commercial bank or other credit facilities for the Company, the Acquired Company, the New Holdco or their respective subsidiaries being announced, offered, placed or arranged and (ii) there shall have been no breach of Section 3.08(xi) of the Merger Agreement (as defined in Annex A hereto). In the event any of the foregoing conditions, events or circumstances are not satisfied prior to the Termination Date (as defined below), we reserve the right to either terminate our commitments, undertakings and agreements hereunder (and thereafter have no other or further obligations hereunder or in connection with the Facilities) or to propose alternative financing amounts or structures.

4. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that SBC may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

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You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and SBC is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether SBC has advised or is advising you on other matters, (b) SBC, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of SBC, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that SBC is engaged in a broad range of transactions that may involve interests that differ from your interests and that SBC does not have any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against SBC for breach of fiduciary duty or alleged breach of fiduciary duty and agree that SBC shall not have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge SBC may provide financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, New Holdco, Acquired Company and your or their respective subsidiaries and other companies with which you, New Holdco or Acquired Company or your or their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by SBC, or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

5. Assignments; Amendments; Governing Law, Etc.

This Commitment Letter shall not be assignable by you without the prior written consent (not to be unreasonably withheld) of each other party hereto (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons). Any and all obligations of, and services to be provided by, Initial Lender hereunder may be performed and any and all rights of the Initial Lender hereunder (including, without limitation, the commitment of such Initial Lender) may be exercised by or through any of its respective affiliates or branches; provided that, unless you agree otherwise in writing, the Initial Lender shall not be released from its Commitment hereunder to the extent not fully performed by such affiliate or branch. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by SBC and SBEEG. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment

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Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. This Commitment Letter supersedes all prior understandings, whether written or oral, between us with respect to the Facilities or any other matter specifically addressed herein. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING, (A) THE INTERPRETATION OF THE DEFINITION OF “MONROE MATERIAL ADVERSE EFFECT” (AND WHETHER OR NOT A MONROE MATERIAL ADVERSE EFFECT HAS OCCURRED), (B) THE DETERMINATION OF THE ACCURACY OF ANY MERGER AGREEMENT REPRESENTATION (AS DEFINED BELOW) AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU AND ANY OF YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR AND ITS OBLIGATIONS THEREUNDER AND (C) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

6. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, and agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

7. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

8. Confidentiality.

This Commitment Letter is delivered to you on the understanding that this Commitment Letter nor any of its terms or substance, shall be disclosed, directly or indirectly, by you to any other person except (a) to your officers, directors, employees, attorneys, accountants and

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advisors who are directly involved in the consideration of this matter or (b) as required by applicable law (including securities laws) or compulsory legal process (in which case you agree to inform us promptly thereof); provided that you may disclose this Commitment Letter and the contents hereof to Acquired Company and its subsidiaries and their affiliates and their respective officers, directors, employees, attorneys, accountants and advisors who are directly involved in the consideration of this matter.

In addition, please note that SBC does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter, and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

SBC shall use all nonpublic information received by it in connection with this Commitment Letter and the transactions contemplated hereby solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially, together with the terms and substance of this Commitment Letter, all such information; provided, however, that nothing herein shall prevent SBC from disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or prospective Lenders or participants, (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case SBC shall promptly notify you and the Acquired Company, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over SBC or its affiliates (in which case SBC shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you and the Acquired Company, in advance, to the extent lawfully permitted to do so), (e) to the employees, legal counsel, independent auditors, professionals and other experts or agents of SBC (collectively, “Representatives”) who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (f) to any of its affiliates and their respective the employees, legal counsel, independent auditors, professionals and other experts or agents of such affiliates (collectively, “Affiliate Representatives”) (provided that any such affiliate and such Affiliate Representatives are advised of their obligation to retain such information as confidential, and SBC shall be responsible for its affiliates’ and their respective Affiliate Representatives’ compliance with this paragraph) solely in connection with the Merger Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by SBC, its affiliates, Affiliate Representatives or Representatives in breach of this Commitment Letter, (h) to the extent that such information is received by SBC on a non-confidential basis from a third party

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that is not, to SBC’s knowledge, subject to confidentiality obligations owing to you, the Acquired Company or any of your or its respective affiliates or related parties, (i) to the extent that such information is independently developed by SBC or (j) for purposes of establishing a “due diligence” defense; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and SBC, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with the standard syndication processes of SBC or customary market standards for dissemination of such type of information. The provisions of this paragraph shall automatically terminate on the earlier of (x) two years following the date of this Commitment Letter and (y) the date any definitive documentation in respect of the Facilities is entered into, at which time any confidentiality undertaking in such definitive documentation shall supersede this paragraph.

9. Surviving Provisions.

The reimbursement, indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained herein shall remain in full force and effect regardless of whether definitive documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Initial Lender commitments hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter, other than those provisions relating to confidentiality, shall automatically terminate and be superseded by the definitive documentation relating to the Facilities upon the initial funding thereunder to the extent covered thereby, and you shall automatically be released from all liability in connection therewith at such time.

10. PATRIOT Act Notification.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each Lender is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name, address, tax identification number and other information regarding the Borrower and the Guarantors that will allow such Lender to identify the Borrower in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to SBC and each Lender.

11. Acceptance and Termination.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter by returning to us executed counterparts hereof not later than 5:00 p.m., New York City time, on May 9, 2016. The Initial Lender’s commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event this Commitment Letter is accepted by you as

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provided above, the Initial Lender commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you upon the earliest to occur of (i) consummation of the Acquisition (with or without the funding of the Facilities), (ii) termination of the Merger Agreement, and (iii) the “Outside Date” (as defined in the Merger Agreement as in effect on the date hereof) (the earliest of the foregoing being the “Termination Date”), if the Closing Date shall not have occurred by such time, unless each of us shall, in our discretion, agree to an extension.

[Signature page follows]

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Sincerely,
Security Benefit Corporation
By:	/s/ Anthony D. Minella
Name:	Anthony D. Minella
Title:	Chief Investment Officer

[Signature Page to Debt Commitment Letter]

Accepted and agreed as of the date first written above:

SBEEG Holdings, LLC
By:	/s/ Sam Nazarian
Name:	Sam Nazarian
Title:	Chairman & Chief Executive Officer

[Signature Page to Debt Commitment Letter]

Annex A

Transactions Summary

A wholly owned subsidiary of SBEEG (“Merger Sub”) and SBEEG (collectively, the “SBE Parties”) propose to enter into the Agreement and Plan of Merger (the “Merger Agreement”) substantially in the form provided to SBC on the date hereof. A new holding company of SBEEG (“New Holdco”) will be established and, prior to the Closing (as defined in the Merger Agreement) all of SBEEG’s rights under the Merger Agreement will be assigned to New Holdco and Merger Sub will become a wholly owned subsidiary of New Holdco. Pursuant to and in connection with the Merger Agreement or as a result of the transactions contemplated thereby, the SBE Parties (a) will consummate the merger of Merger Sub with and into Morgans Hotel Group Co. (“Morgans”), with Morgans as the surviving corporation (the “Surviving Corporation”), and other transactions contemplated by the Merger Agreement, as a result of which Morgans will become a wholly owned subsidiary of New Holdco and a sister company of SBEEG and (b) will assume or otherwise become liable or otherwise cause the Surviving Corporation to assume or otherwise become liable under (or under any refinancing or replacement of the following facilities expressly permitted under the Merger Agreement): (i) the Junior Subordinated Indenture, dated as of August 4, 2006 (the “Indenture”), between Morgans Group LLC, Morgans and JPMorgan Chase Bank, National Association, as trustee, and the unsecured junior subordinated notes issued pursuant to the Indenture, as amended, (ii) the Second Amended and Restated Loan Agreement, dated as of April 29, 2010, by and between 1100 West Properties, LLC, the lenders party thereto, and BRE/EH MSB(JL) Loan Capital LLC (as successor-in-interest to Eurohypo AG, New York Branch), as amended, (iii) Second Amended and Restated Mezzanine Loan Agreement, dated as of April 29, 2010, by and between 1100 West Holdings, LLC, the Lenders a party thereto from time to time, and BRE/EH MSB(JL) Loan Capital LLC (as successor-in-interest to Eurohypo AG, New York Brach), as administrative agent for the Lenders, and the Loan Documents (as such term is defined in said Loan Agreement), last extended on March 1, 2016, (iv) Loan agreement, dated as of November 2008, by and between RMF Capital, LLC and 1100 West Holdings II, LLC, as amended by the First Amendment dated as of April 29, 2010, (v) Loan Agreement, dated as of February 6, 2014 (the “Mortgage Loan Agreement”), by and among Henry Hudson Holdings LLC, 58th Street Bar Company LLC, Hudson Leaseco LLC and Beach Hotel Associates LLC, as borrowers, and Citigroup Global Markets Realty Corp. and Bank of America, N.A., as lenders, as amended, (vi) Mezzanine A Loan Agreement, dated as of February 6, 2014, by and among Citigroup Global Markets Realty Corp., Bank of America, N.A. and Hudson Delano Senior Mezz LLC, as amended (the “Mezzanine A Loan Agreement”), (vii) Mezzanine B Loan Agreement, dated as of February 6, 2014, by and among Citigroup Global Markets Realty Corp., Bank of America, N.A. and Hudson Delano Junior Mezz LLC, as amended (the “Mezzanine B Loan Agreement”), (viii) Non-negotiable promissory note, dated August 8, 2012, by and between Morgans Group LLC and CGLV Holdings LLC, (ix) Guaranty and Suretyship Agreement, dated as of August 8, 2012, by Morgans Hotel Group Co. in favor of CGLV Holdings LLC, (x) Limited Recourse Guaranty, dated as of February 6, 2014, by Morgans Hotel Group Co. in favor of Citigroup Global Markets Realty Corp. and Bank of America, N.A, (xi) Limited Recourse Guaranty (Mezzanine A Loan), dated as of February 6, 2014, by Morgans Hotel Group Co., in favor of Citigroup Global Markets Realty Corp. and Bank of America, N.A. (xii) Limited Recourse Guaranty (Mezzanine B Loan), dated as of February 6, 2014, by Morgans Hotel Group Co. in favor of Citigroup Global Markets Realty Corp. and Bank of America, N.A., and (xiii) Limited Guaranty of Lease, dated as of

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September 17, 2010, made by Morgans Group LLC to and for the benefit of Hasina LLC, Tarstone Hotels LLC, Kalpana, LLC, Rigg Hotel, LLC, and JRIA, LLC (collectively, the “Merger Transactions”).

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Annex B

Summary of Terms

1.	Borrower:	New Holdco
2.	Guarantors/Security Providers	All domestic subsidiaries of the Borrower, including SBEEG and the Acquired Company (collectively, the “Guarantors”); provided, however, that the Guarantors shall not include (i) subsidiaries of SBEEG that are not currently loan parties under the Existing Credit Agreement and which are not required to be loan parties thereunder, (ii) the entities listed on Annex D attached hereto and (iii) and certain immaterial subsidiaries of New Holdco to be agreed. SBEEG agrees that no party listed on Annex D shall be or become the counterparty entitled to receive payment for any licensing or branding under any management, licensing or other agreement relating to the Mondrian South Beach Hotel.
3.	Lender:	SBC Funding II, LLC, or another affiliate of Security Benefit Corporation
4.	Facility Amount:	Term Facility: USD 175,000,000 Revolving Facility: USD 30,000,000
5.	Currency:	United States Dollars
6.	Purpose:	The Term Facility will be used solely to refinance existing indebtedness of SBEEG under the Existing Credit Agreement, to pay a portion of the purchase price under the Merger Agreement, to refinance, redeem, satisfy and discharge, defease or repay certain additional existing indebtedness of SBEEG, the Acquired Company and/or their respective subsidiaries, and to pay fees and expenses incurred by the Borrower and its subsidiaries in connection with the Merger Transactions. The Revolving Facility will be available for general corporate and working capital requirements of the Borrower and its subsidiaries.
7.	Final Maturity Date:	5 years
8.	Margin:	7.0% p.a.

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9.	Interest	Libor plus Margin; provided that there will be a Libor “floor” of 1%.
10.	Security:	First priority security over all assets of the Borrower and the Guarantors (including up to 66 2/3% of the equity of any foreign subsidiary) subject to exceptions (including for immaterial assets) to be mutually agreed, and subject to the Documentation Principles; provided, however, that pledged assets shall not include assets to the extent the pledge thereof would be prohibited under Section 6.2(a) of the Mortgage Loan Agreement, the Mezzanine A Loan Agreement or the Mezzanine B Loan Agreement. Notwithstanding the above, immediately upon the termination, repayment in full or refinancing of the Mortgage Loan Agreement, a first priority security interest shall come into effect, for the benefit of the Lender, in the equity interest of the Acquired Company and Hudson Delano Junior Mezz LLC (or an intermediate holding company of such entity).
11.	Representations and Warrants:	Customary for the type of transaction proposed and others to be mutually agreed upon, subject to the Documentation Principles.
12.	Affirmative and Negative Covenants:	Customary for the type of transaction proposed and others to be mutually agreed upon, subject to the Documentation Principles.
13.	Financial Covenants	To be agreed subject to the Documentation Principles.
14.	Conditions Precedent:	Only those conditions set forth in Annex C.
15.	Governing Law:	New York (or the appropriate local law in the case of security documents).
16.	Agency Fees	Borrower shall pay an agency fee in the same amount as under the Existing Credit Agreement to SBC or its affiliates.
17.	Fees and Expenses:	Borrower shall pay, or for amounts due prior to completion of the Acquisition, SBEEG shall pay, all reasonable and documented expenses (including reasonable and documented legal fees) of the Lender, whether or not the transaction closes.

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18. Definitive Documentation The definitive documentation for the Facilities shall contain the terms set forth in this Summary of Terms. With respect to terms not expressly set forth herein, such definitive documentation shall be substantially consistent with the Existing Credit Agreement, with modifications to reflect, taking into account market conditions, (i) materiality qualifications and other exceptions that give effect to and/or permit the Merger Transactions, (ii) baskets, thresholds and exceptions that are to be agreed in light of the EBITDA, total assets and leverage level of the Borrower and its subsidiaries (after giving effect to the Merger Transactions), (iii) such other modifications to reflect the operational and strategic requirements of the Borrower and its subsidiaries (after giving effect to the Merger Transactions) in light of their size, total assets, geographic locations, industry (and risks and trends associated therewith), businesses, business practices, operations, financial accounting and (iv) modifications to reflect changes in law or accounting standards since the date of the Existing Loan Agreement. The foregoing principles are referred to herein as the “Documentation Principles”.

14

Annex C

Conditions Precedent

Except as otherwise set forth below, the initial borrowing under each of the Facilities shall be subject to the following additional conditions precedent (which shall be satisfied prior to or substantively concurrent with the Merger Transactions):

1. The Merger Transactions contemplated by the Merger Agreement shall be consummated simultaneously or substantively concurrent with the initial borrowing under the Facilities in accordance with applicable law and on the terms described in the Merger Agreement, without giving effect to any waiver or other modification thereof by SBEEG that is materially adverse to the interests of the Lenders or SBC not approved by SBC (which approval shall not be unreasonably withheld or delayed).

2. The satisfaction in full or valid waiver, on or before the initial borrowing under the Facilities, of all conditions precedent to the purchase of preferred equity of New Holdco pursuant to that certain letter agreement, dated of even date herewith, between Cain Hoy Enterprises LP and SBEEG Holdings, LLC.

3. SBC shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income of New Holdco and its subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days before the Closing Date, prepared after giving effect to the Merger Transactions as if the Merger Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of income).

4. The Specified Representations (as defined below) shall be true and correct in all material respects (or, if qualified by materiality, in all respects) and the Merger Agreement Representations (as defined below) shall be true and correct in all respects (except in the case of any such Merger Agreement Representation that expressly relates to a given date or period, such Merger Agreement Representation shall be true and correct in all respects as of such date or period, as the case may be); provided that, notwithstanding anything in this Annex C, the Commitment Letter, the Summary of Terms or any other letter agreement or other undertaking concerning the financing of the Merger Transactions to the contrary, (a) the only representations the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (i) such of the representations made by or with respect to the Acquired Company in the Merger Agreement as are material to the interests of the Lenders (but only to the extent that SBEEG has the right to terminate its obligations under the Merger Agreement or not consummate the transactions thereunder as a result of a breach of such representations in the Merger Agreement) (such representations, the “Merger Agreement Representations”) and (ii) the Specified Representations (as defined below) made by the Borrower and the Guarantors in the documentation for the Facilities, and (b) the terms of the documentation for the Facilities shall be such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth herein are satisfied (it being understood that to the extent any collateral (other than any

15

collateral the security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, the filing of customary intellectual property security filings with the United States Patent and Trademark Office or the United States Copyright Office, and the delivery of stock certificates (if any) and stock powers with respect to the outstanding equity interests of material domestic subsidiaries of New Holdco (including SBEEG, the Acquired Company and its material subsidiaries)) is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so, the provision or perfection of such collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed by SBC and SBEEG. “Specified Representations” means the representations of the Borrower and the Guarantors (after giving effect to the Merger Transactions) relating to due organization; corporate power and authority to enter into the documentation relating to the Facilities; due authorization, execution, delivery and enforceability of such documentation; no conflicts with organizational documents; Federal Reserve margin regulations, solvency, PATRIOT Act and anti-terrorism law compliance (including OFAC and FCPA); subject in all respects to the foregoing provisions of this paragraph and permitted liens, creation, validity and perfection of the liens on and security interest in the intended collateral; and the Investment Company Act.

5. There shall not have occurred any event or condition that has caused, or would reasonably be expected to cause, a Monroe Material Adverse Effect (as such term is defined in the Merger Agreement in effect on the date hereof).

6. SBC shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Company and its subsidiaries for the most recently completed fiscal year ended at least 90 days before the Closing Date, and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Company and its respective subsidiaries for each subsequent fiscal quarter ended at least 45 days before the Closing Date.

7. The definitive documentation for the Facilities shall have been executed and delivered and SBC shall have received (i) customary legal opinions, evidence of authority, charter documents, and officers’ certificates as to the Borrower and the Guarantors, (ii) customary lien searches, (iii) a customary borrowing request, (iv) a customary closing certificate, (v) a customary solvency certificate of the chief financial officer (or other officer with reasonably equivalent responsibilities) of New Holdco certifying that New Holdco and its subsidiaries, on a consolidated basis after giving effect to the Merger Transactions and the Facilities, are solvent, and (vi) subject to paragraph 3 above, all security interests granted to the Initial Lender (or its agent) shall be a first priority, perfected security interest to the extent provided in such definitive documentation.

8. Receipt by the Initial Lender at least 5 business days prior to the Closing Date of all information with respect to the Borrower and the Guarantors reasonably requested by them in writing at least 10 business days prior to the Closing Date under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

16

Annex D

Excluded Subsidiaries

• 1100 West Properties LLC

• 1100 West Holdings, LLC

• 1100 West Holdings II, LLC

• MHG Capital Trust I

• Henry Hudson Holdings LLC

• 58th Street Bar Company LLC

• Hudson Leaseco LLC

• Beach Hotel Associates LLC

• Hudson Delano Junior Mezz LLC

• Hudson Delano Senior Mezz LLC

• Hudson Managing Member LLC

• Hudson Residual Interests, Inc.

• Hudson Pledgor LLC

• MC South Beach LLC*

• RMF Capital, LLC*

• MB Las Vegas Holdings LLC*

• Cape SoHo Hotel, LLC*

• Cedar Hotel Holdings LLC*

• Cedar Hotel LLC*

• Christopher Hotel Holdings LLC*

• Hard Rock Hotel Holdings, LLC*

• Hard Rock Hotel Inc. *

• SC Philips Clark LLC*

• Sochin Downtown Realty, LLC*

• Sochin Realty Managers, LLC*

* With respect to these entities, the parties hereto have agreed (i) to determine in good faith whether these entities are contractually prohibited from providing guarantees, security or pledges of equity interests and (ii) to exclude from this Annex D any such entity that is not contractually prohibited from providing guarantees, security or pledges of equity interests and for which the necessary consents are not obtained prior to the Closing Date.

17

EX-99.C.2

2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\1 Project Roosevelt Presentation to the Board of Directors March 14, 2016 Portions of this exhibit marked [*] are requested to be treated confidentially Exhibit(c)(2)

Table of Contents Project Roosevelt 2 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\2 Section 1 Monroe Selected Information Section 2 Lodging Capital Markets Observations Section 3 Monroe Valuation Section 4 Third-Party Alternatives Appendix A Additional Information

Project Roosevelt 3 Section 1 Monroe Selected Information 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\3

Project Roosevelt MONROE SELECTED INFORMATION 4 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\4 Price Movement Over Time Historical Share Price / Volume Traded - Monroe As of 3/11/2016 Share Price ($) Source CapIQ Nov. 1, 2013 Unsolicited proposal from the Yucaipa Companies at $8.00 per share Feb. 10, 2014 Monroe refinances debt secured by Hudson and Delano South Beach Mar. 13, 2014 Announces restructuring plan Dec. 16, 2014 Announces sale of The Light Group for $36MM to Hakkasan May 13, 2014 Announces retention of MS to review Strategic Alternatives May 20, 2014 Results of election of the Board of Directors Apr. 1, 2013 Signs deal with Yucaipa to cut debt, preferred stock in exchange for Delano South Beach, The Light Group and other interests Apr. 2, 2013 Jason T. Kalisman files lawsuit to block Yucaipa transaction Apr. 9, 2013 Monroe voluntarily delays Yucaipa transaction May 14, 2013 Court issues ruling compelling restoration of record date Jun. 5, 2013 Monroe's slate of director nominees announces its intention to explore full range of strategic alternatives including sale of company Sep. 14, 2015 WSJ article reporting on Rambleside offer $1.63 May 19, 2015 Interim CEO Jason Kalisman resigns; Howard Lorber named Chairman and Ken Cruse named Director Mar. 18, 2013 OTK announces plan to nominate seven candidates to the Monroe Board Oct. 7, 2015 WSJ article reporting on SLS Las Vegas Aug. 6, 2015 WSJ article reporting on rumored merger Feb. 20, 2016 COO Josh Fluhr resigns Dec. 7, 2016 Company announces HWE plan to monetize assets Monroe’s stock has declined substantially since mid-2015

Monroe Today – Issues & Considerations MONROE SELECTED INFORMATION Scale Liquidity / Cash Availability Undersized relative to peers High G&A load as compared to asset base Not enough liquidity for large investors to buy / sell without materially impacting share price Monroe is projected to have $14MM of cash as of 6/30/2016 (1), down from $46MM at year-end Cash generation projected to be negative in 2016 / 2017, leaving limited dry powder to build pipeline and operate the business Owned assets are fully levered Yucaipa preferred securities’ coupon rate rising from 10% to 20% on October 15, 2016 Lack of capital to de-lever from sector high leverage Project Roosevelt Leverage High leverage relative to peers Current debt / LTM EBITDA in excess of 16x (2) versus sector average of 3.6x Debt / total market capitalization of approximately 76% versus Tier 1 comp average of ~23% Management Team / Board Instability of management team (interim CEO) Is the existing team able to run the business appropriately post-downsizing in 2014? Do they have capacity to invest in current client relationships? Hiring a permanent CEO could help drive growth by attracting new contracts and third-party capital, but it may not be required in a standalone scenario 5 Negative Sentiment / Confusion Uncertainty surrounding near term and long term strategy Negative press around Monroe Burkle consent rights Difficulty attracting new contracts in the US Several key positions have been recently vacated, potential for increased employee turnover Narrow research analyst coverage limits investor access to independent perspectives Notes Per management standalone projection model; includes impact of yield maintenance payment ($28.2MM) and termination fees received from Mondrian SB and Shore Club ($3.9MM) Pro forma for $28.2MM loan paydown that occurred in Feb. 2016 Monroe has a number of key structural factors to consider when assessing valuation and a range of actionable alternatives Specific challenges include: CEO, development team and other roles not currently filled Funding required by debt-yield covenant maintenance payments on the owned hotel mortgage through maturity Preferred equity rate ratchet to 20% in Oct 2016 Difficulty transitioning to an asset-light model given relatively small size of management platform

Project Roosevelt MONROE SELECTED INFORMATION 6 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\6 Management Company Financials Source Management Projections Key Assumptions Q2 – Q4 2016 Q2 2016 – No longer manage Shore Club starting Q2 2016 and receive $2.9MM termination fee Q2 2016 – No longer manage Mondrian South Beach and received $1.0MM termination fee. Only receive licensing fees going forward Q3 2016 – No longer manage Morgans starting Q3 2016 and receive $3.5MM termination fee Q4 2016 – No longer manage Royalton starting Q4 2016 and receive $3.5MM termination fee Management Company Financials - By Contract

Project Roosevelt MONROE SELECTED INFORMATION 7 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\7 Financial Estimates and Key Assumptions Source Management Projections Key Assumptions Q1 2016 Retire $28.2MM of mortgage debt on Hudson and Delano to meet 7.5% debt yield requirement Q2 – Q4 2016 Q2 2016 – No longer manage Shore Club starting Q2 2016 and receive $2.9MM termination fees Q2 2016 – No longer manage Mondrian South Beach and received $1.0MM termination fee. Only receive licensing fees going forward Q3 2016 – No longer manage Morgans starting Q3 2016 and receive $3.5MM termination fees Q4 2016 – No longer manage Royalton starting Q4 2016 and receive $3.5MM termination fees Q4 2016 The current preferred dividend rate of 10% increases to 20% in October 2016 Q1 2017 Retire $28.5MM of mortgage debt on Hudson and Delano to meet 7.75% debt yield requirement 1Q 2019 Refinance $393MM of mortgage on Hudson and Delano at 2% transaction cost Notes Includes management fees on owned assets Excludes termination fees Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance. 2019 represents refinancing the $393MM outstanding loan balance at 2% cost Monroe - Key Financials

Project Roosevelt MONROE SELECTED INFORMATION 8 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\8 Financial Estimates and Key Assumptions (Cont’d) Note Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance Per guidance from Monroe Interim CEO on 3/13/2016, reflects bill back expenses from corporate that Monroe is allowed to add back to NOI for debt yield maintenance test calculation Source Monroe Management Projections Key Assumptions Q1 2016 Retire $28.2MM of mortgage debt on Hudson and Delano to meet 7.5% debt yield requirement Q2 – Q4 2016 Q2 2016 – No longer manage Shore Club starting Q2 2016 and receive $2.9MM termination fees Q2 2016 – No longer manage Mondrian South Beach and received $1.0MM termination fee. Only receive licensing fees going forward Q3 2016 – No longer manage Morgans starting Q3 2016 and receive $3.5MM termination fees Q4 2016 – No longer manage Royalton starting Q4 2016 and receive $3.5MM termination fees Q4 2016 The current preferred dividend rate of 10% increases to 20% in October 2016 Q1 2017 Retire $28.5MM of mortgage debt on Hudson and Delano to meet 7.75% debt yield requirement Monroe - Cash Flows Analysis Debt Yield Maintenance Covenant Test

Project Roosevelt 9 Section 2 Lodging Capital Markets Observations 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\9

PKF Growth Forecasts Lodging Sector Recent Performance / Outlook Project Roosevelt LODGING CAPITAL MARKETS OBSERVATIONS 10 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\10 Source PKF Hospitality Research “After uneven results throughout the year, performance of Manhattan hotels notably declined in November and December, resulting in a revenue per available room (“RevPAR”) decrease of 3.0 percent in the fourth quarter. For the year, Manhattan’s RevPAR declined for the first time since 2009.” “While average daily rates (“ADR”) increased marginally in October, minor declines in occupancy levels offset these gains. In November and December, both ADR and occupancy levels decreased, compared to year-ago levels, resulting in sizeable RevPAR declines. ADR was the primary factor contributing to declining RevPAR performance in the fourth quarter, declining 3.3 and 3.7 percent in November and December, respectively. Overall, Manhattan hotels experienced both decreasing occupancy and ADR in 2015, resulting in a RevPAR decline of 2.3 percent for the year.” PWC Manhattan Lodging Index 4Q15 Tier 1 Comps / REIT Peers AV / NTM EBITDA Source Capital IQ 11.0x 10.7x

AV / NTM Consensus EBITDA (3) Consensus NTM Since Monroe IPO (2/14/2006) – As of 3/11/2016 15.5x 11.7x AV / NTM Consensus EBITDA (3) August 2006 – March 2016 11.7x 10.1x 11 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\11 Notes Includes BEL, H, HOT, HLT, IHG, and MAR Includes AHP, AHT, BEE, CHSP, CLDT, DRH, FCH, HT, HPT, HST, INN, LHO, PEB, RHP, RLJ and SHO Consensus estimates from CapIQ Project Roosevelt Since 2009, Monroe has been valued at a premium to its peers as a multiple of EBITDA Monroe’s multiple has been more volatile than the peers over the last six months Consensus estimates for Monroe only comprised of one analyst’s estimates and are materially different from Company estimates Current AV / Consensus EBITDA multiples are lower than the 3-year and 7-year average multiples LODGING CAPITAL MARKETS OBSERVATIONS Historical Lodging Valuation Average: Monroe: 15.0x Comps: 12.4x (1) (1) (2) Average: C-Corps: 12.4x REITs: 12.3x Source Capital IQ Source Capital IQ Summary box to be added – does the bottom left box accomplish this?] AV / NTM EBITDA

Project Roosevelt 12 Section 3 Monroe Valuation 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\12

Hudson Valuation Project Roosevelt MONROE VALUATION 13 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\13 1 Notes View of Monroe interim CEO shared with Morgan Stanley on March 11, 2016 that Hudson will likely meet but not exceed 2015 performance in 2016 (3/11/16 Diligence Session) 4% FF&E reserve deducted from management’s asset EBITDA in all years; maintenance capex of 3% of revenue assumed in all years Hudson’s 878 rooms include 72 former single room dwelling (“SROs”) units that have been converted to hotel rooms since 2009; the 878 room count excludes 60 SROs which remain and provide upside potential at Hudson; cost of conversion of to $200K per unit Based on average of multiple valuation methodologies; management fees of 3.0% of total revenues Based on projected performance and capitalized NOI; management fees of 2.0% of total revenues 5-year NPV valuation; includes midpoint values for retail of $17.5MM (57th street) and $4.3MM (58th street); metrics net of $2.4MM capex; management fees of 3.0% of total revenues Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI projected to grow 3% from 2019 to 2020 Key Stats Ownership Type Fee Simple (condominium) Keys 878 (938 including SROs) 2016E ADR $225 2016E Occupancy 88% 2016E RevPAR $197 2016E Revenue $85.2MM 2016E EBITDA (1) $16.3MM # Restaurants / Nightclubs etc. 6 Meeting Space (sqft) 5,599 Debt $280MM Peak EBITDA (2007) $36.7MM LOW (AVERAGE) HIGH The property includes 3,500 SF at-grade and 25,000 SF below-grade of potential retail space currently unutilized by the Company DCF is based on in-place cash flows and exclude the valuation of the retail component whereas the BOVs and expected level of proposals do include it Broker Opinions of Values Hudson Implied Forward Cap Rates Hudson Cash Flow Projections Hudson Discounted Cash Flow Valuation (7)

Delano Valuation Project Roosevelt MONROE VALUATION 14 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\14 1 Notes 4% FF&E reserve deducted from management’s asset EBITDA in all years; maintenance capex of 3% of revenue assumed in all years Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI assumed to grow 3% from 2019 to 2020 Key Stats Ownership Type Fee Simple Keys 194 2016E ADR $488 2016E Occupancy 69% 2016E RevPAR $349 2016E Revenue $48.2MM 2016E EBITDA $17.5MM # Restaurants / Nightclubs etc. 5 Meeting Space (sqft) 1,633 Debt $170MM Peak EBITDA (2008) $21.8MM HIGH LOW (AVERAGE) Delano Cash Flow Projections Delano Forward Cap Rate Valuation Delano Valuation Reference Points Delano Discounted Cash Flow Valuation (2) Portions of this exhibit marked [*] are requested to be treated confidentially [**********] [**********] [**********] [**********]

Clift Valuation Project Roosevelt MONROE VALUATION 15 1 Notes 4% FF&E reserve deducted from managements asset EBITDA projections Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI assumed to grow 3% from 2019 to 2020. Cap rates increased by 25 bps to reflect increased risk of ground lease Net Value to Monroe reflects fee simple ownership interest less capital lease obligation plus value of Hotel Management Agreement Value of Clift contract shown at a range of 9.4x-12.1x 2016E Fees based on the current range of 2016E EBITDA multiples of HLT, H, MAR, and HOT Key Stats Ownership Type 99-Yr Lease Keys 372 2016E ADR $279 2016E Occupancy 93% 2016E RevPAR $259 2016E Revenue $47.9MM 2016E EBITDA $7.1MM # Restaurants / Nightclubs etc. 4 Meeting Space (sqft) 4,209 Capitalized Lease Obligation (As of 12/31/2015) $94.7MM (12/31/15) RANGE Reported conversations with [*************] suggest they would be willing to buy the leasehold interest unencumbered for $5MM to $10MM As compared to previous model (October 16, 2015) anticipated approximate EBITDA margins have decreased 2% to 5% per year for 2016E-2019E Clift Cash Flow Projections Clift Discounted Cash Flow Valuation (2) Net Clift Valuation (3) Portions of this exhibit marked [*] are requested to be treated confidentially

Net Operating Loss Valuation Project Roosevelt MONROE VALUATION 16 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\16 Utilization Assuming Status Quo Case 1 Assumptions 43% Corporate Tax Rate Taxable Income per management projections through 2019, grown at designated growth rate thereafter Disclaimer: Morgan Stanley does not provide tax, accounting or legal advice and the information contained herein does not constitute such advice or any other form of advice for the recipient. Since 2008, Monroe has accumulated an NOL balance of ~$433MM as of 12/31/15 Management projects positive taxable income in 2016 (mainly due to termination fee income) and consistent positive taxable income starting in 2018 If taxable income remains positive after 2018, all NOLs must be utilized (or expire) by 2038 Tax savings from NOLs discounted at Monroe’s weighted average cost of capital with an applied 43% tax rate to estimate present value Weighted average cost of capital used as discount rate includes tax-affected cost of debt Additional Notes A buyer’s value for any NOLs would be based on utilization in any given year collared by the projected year’s taxable income and the maximum amount allowable under the IRS code section 382 In a change of control transaction, use of NOLs will generally be limited to an annual amount equal to the product of the purchase price paid for the target equity multiplied by a rate published monthly by the IRS (most recent rate is 2.65%); most NOLs have a 20-year life Asset sales in the first five years post-acquisition will generally be treated as exceptions to the 382 limitation NOL Value Sensitivity Monroe Taxable Income

Monroe - Value of Business and Selected Trading Statistics MONROE VALUATION 17 Sum-of-the-Parts Analysis Project Roosevelt Source Company Information 1 Notes Company has written down equity value in JV interest of Mondrian South Beach to $0. JV interest and associated debt excluded from this analysis Management company EBITDA shown includes F&B EBITDA, is net of public company G&A, and excludes $1.8MM of fees from terminated contracts Value of Pipeline Under Construction based on cash flows through stabilization discounted to 12/31/2015 at the company’s WACC; terminal value of the recurring management EBITDA calculated by applying a margin to stabilized fees and discounting back to 12/31/2015 at the company’s WACC NOL asset valued as 0% (low), 50% (mid-point) and 100% (high) of the total present value of Monroe accumulated NOLs as of 12/31/2015 given likelihood of an asset sale which absorbs much of the NOL in any scenario Preferred stock accrued dividends as of 3/31/2016 Owned assets valued at a range of bids received to high end of DCF range High end of bids from bidders with known capital sources DCF at discount rate range of 7.0%-9.0% Exit cap rate at 7.0% Management business, including F&B business, net of public company costs, is valued at the current trading range of the Tier 1 peers: 9.4x-12.6x The lower practical limit for common equity value would be $0, so in cases where the number shown is negative, and assuming the asset or entity values estimated, other portions of the capital structure would experience value impairments so as to reflect a zero or nominal positive value for the common equity

Hotel C-Corp Peers MONROE VALUATION 18 Trading Comparables Analysis Source SNL Financial, Capital IQ, Morgan Stanley and Company reports Project Roosevelt 2 The tier one peers’ 2016E EBITDA multiple range is 9.4x to 12.6x

Implied Monroe Valuation MONROE VALUATION 19 Trading Comparables Analysis Project Roosevelt 2 Source SNL Financial, Capital IQ, Morgan Stanley and Company reports Notes EBITDA represents management projections, excludes $1.8MM of fees from lost contracts NOL asset valued as 0% (low), 50% (mid) and 100% (high) of the total present value of Monroe accumulated NOLs as of 12/31/2015 Preferred stock accrued dividends as of 3/31/2016 Total Debt and Preferred excludes capital leases at Clift and Hudson; EBITDA is net of rent expense for both leases; Company has written down equity value in JV interest of Mondrian South Beach to $0. JV interest and associated debt excluded from this analysis Dilution from assumed exercise of 12.5MM warrants with $6.00 strike price (if in-the-money) Monroe trades at 14.7x aggregate value / consensus 2016E EBITDA. Consensus EBITDA of $44.5MM is 23% above management’s projected $36.2MM EBITDA. Monroe’s multiple implied by management’s EBITDA estimate is 18.1x Application of peer EBITDA multiples assumes comparable reduction for rent in computing EBITDA from EBITDAR The lower practical limit for common equity value would be $0, so in cases where the number shown is negative, and assuming the asset or entity values estimated, other portions of the capital structure would experience value impairments so as to reflect a zero or nominal positive value for the common equity Fully Diluted Share Count

MONROE VALUATION 20 Discounted Unlevered Cash Flow Analysis - Inputs Project Roosevelt Notes Represents average remaining term of managements contracts for Monroe; yield of 15-year treasury obtained by interpolating the geometric midpoint of the spot rate between the 10-year and 20-year treasury Per Capital IQ (Long-Term US Predicted Beta) Company capital structure at 3/31/2016 adjusting for debt yield maintenance paydown in Feb. 2016 Weighted Average Cost of Capital Cost of equity “floor” in Mid and High WACC estimates based on cost of preferred equity Unquantified execution risks Assumes 20% preferred equity can be refinanced at between 10% (low WACC) and 15% (high WACC) for forecast period Monroe’s weighted average cost of capital not adjusted to tax-affect the cost of debt due to NOL tax shield 3(a) Monroe WACC Analysis: CAPM Method

Present Value Summary (5) MONROE VALUATION 21 Notes Based on management estimates 2016 – 2019; 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%) Includes working capital changes, proceeds from asset sales (2016 only), and restructuring, development, and disposal costs Management company EBITDA shown includes F&B EBITDA Terminal value assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.1%, market risk premium at 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC Preferred equity, cash, and mortgage balances shown as of 3/31/2016, present value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement Represents present value of NOLs at the end of the projection period (Year 2019) discounted back to present (Year 2015) – value shown at 25%, 50%, and 75% in low, mid, and high case, respectively Discounted Unlevered Cash Flow Analysis Project Roosevelt As of 12/31/2015 Assumptions Unlevered Discount Rate: 7.2%-8.5% (all terminal values discounted at 7.2%) Exit EBITDA Multiple for Management Company and Owned Hotels of 11.5x – 13.5x Reflects blended exit multiple of long term sector averages +/- 1.0x Assumes going concern valuation: no transaction costs Unquantified execution risks Forecast period: assumes 20% preferred equity can be refinanced at between 10% (low WACC) and 15% (high WACC) Assumes terminal period going concern achieves ability to attract preferred equity at a 10% cost of capital (4) 3(a) Monroe Unlevered Free Cash Flows (1) Terminal Values

Terminal Value Summary (2) MONROE VALUATION 22 Notes Based on management estimates 2016 – 2019; 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%) Terminal Value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement Represents present value of NOLs at the end of the projection period (Year 2019) Terminal balance calculated by growing the 9/30/2016 balance of preferred equity at the preferred cost assumption in the appropriate column’s WACC assumption Discounted Levered Cash Flow Analysis Project Roosevelt As of 12/31/2015 Assumptions Preferred equity continues PIK with no cash component Cost of Equity: 11.8%-15.0% Exit EBITDA Multiple for Total EBITDA of 11.5x – 13.5x Reflects blended exit multiple of long term sector averages +/- 1.0x Assumes going concern valuation: no transaction costs Unquantified execution risks Forecast period: assumes 20% preferred equity can be refinanced at between 10% (low WACC) and 15% (high WACC) Cost of equity floor set by preferred coupon Terminal period: going concern achieves ability to attract preferred equity at a 10% cost of capital Cost of equity then based on CAPM for Mid and CAPM+100bps for High Monroe Levered Cash Flows 3(b)

MONROE VALUATION Post-Asset Sale Standalone Monroe (cont’d) Cash Flows under various growth and G&A scenarios Project Roosevelt 23 Analysis assumes that Yucaipa preferred equity is retired and Trust Preferred stays in-place To fully redeem the Yucaipa preferred, total sale price for Hudson and Delano would have to be $555MM or higher(1) Trust preferred ($50MM) has put rights for “sale of all or substantially all” of the Company’s assets; this analysis assumes that the servicer agrees to keep in place under current terms Based on a standalone company model, near-term cash flows are negative for several years Sources and costs of funding capital shortfalls are unclear for a sub-scale company with little to no EBITDA or levered cash flow through at least 2018 4 Sources & Uses Note Includes estimated brokerage fees; does not include additional friction costs such as transfer taxes Equity Value of Standalone Company Terminal Value Adjustment Cash Flow - Sell Both Assets

MONROE VALUATION Post-Asset Sale Standalone Monroe (cont’d) Cash Flows under various growth and G&A scenarios Project Roosevelt 24 Selling the Hudson and Delano and retiring the Yucaipa preferred would likely leave Monroe with little to no cash Assumes Hudson sold for $340MM unencumbered; pro forma preferred balance of $104MM at June 30, 2016 This analysis assumes Yucaipa preferred is refinanced with a 15% coupon and current-pay / PIK split on interest Based on a standalone company model, near-term cash flows are negative for several years Sources and costs of funding capital shortfalls are unclear for a sub-scale company with little to no EBITDA or levered cash flow through at least 2018 4 Sources & Uses Cash Flow - Sell Only Hudson Equity Value of Standalone Company Terminal Value Adjustment

MONROE VALUATION Post-Asset Sale Standalone Monroe (cont’d) Cash Flows under various growth and G&A scenarios Project Roosevelt 25 Selling the Hudson and Delano and retiring the Yucaipa preferred would likely leave Monroe with little to no cash Assumes Delano sold for $240MM; pro forma preferred balance of $137MM at June 30, 2016 This analysis assumes Yucaipa preferred is refinanced with a 15% coupon and current-pay / PIK split on interest Based on a standalone company model, near-term cash flows are negative for several years Sources and costs of funding capital shortfalls are unclear for a sub-scale company with little to no EBITDA or levered cash flow through at least 2018 4 Sources & Uses Cash Flow - Sell Only Delano Value of Standalone Company (Sell Delano) Terminal Value Adjustment

Price per Share, $(1) MONROE VALUATION Preliminary Illustrative Summary Valuation 26 Current Price (3/12/16) $1.63 One research analyst covers Monroe; $1.30 price target released the day after Company’s 4Q15 earnings call Consensus 2016E EBITDA estimate of $44.5MM compared to management projected $36.2MM (23% delta) Project Roosevelt Notes Negative per share values curtailed at $0.00 Based on Tier 1 peers which include BEL, H, HLT, IHG, MAR and HOT EBITDA used to determine going concern value does not include lost contracts or termination payments, instead the present value of these cash flows were included in the analysis to obtain a company per share value Terminal value assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.1%, market risk premium of 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC Monroe Equity Value Per Share (Standalone Case) SOTP (2)(3) Owned asset valuations based on DCF and private market bids Management Co. based on comps 2016E EBITDA Multiples Valuation Analysis: Market Reference: Trading Comps (2)(3) 2016E EBITDA Multiples Methodology Single broker with current estimates Broker Price Target DCF (Unlevered) 4-year projected unlevered cash flows Tier one comps 2016E EBITDA range of 9.4x to 12.6x $36.2MM Proj. 2016 EBITDA $23MM of NOL Value at the mid-point 2 1 Owned asset valued at range of bids, DCF valuations, and BOVs Discount Rate: 7.0%-9.0% Exit Cap Rate: 7.0%, 7.25% for Clift EBITDA multiple for Management Business, F&B, and public company costs: 9.4x-12.6x (tier one comps) $23MM of NOL value at the mid-point Discount Rate: 7.2%-8.5% (4) Exit EBITDA Multiple for Owned Hotels and Mgmt Business: 11.5x-13.5x DCF (Levered) 4-year projected levered cash flows Excludes Unidentified Contracts Cost of Equity: 11.8%-15.0% Exit Total EBITDA Multiple: 11.5x-13.5x Trousdale Offer $2.25 3(a) 3(b) Standalone Asset Sales Selling one or both hotel assets 4

Project Roosevelt 27 Section 4 Third-Party Alternatives 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\27

Selected Outreach / “Market Checks” THIRD-PARTY ALTERNATIVES 28 Project Roosevelt To gauge market interest in a potential transaction with Monroe, Morgan Stanley contacted a select list of potential investors previously engaged in the Monroe process [************] Submitted attractive bid in first round, but unable to provide certainty around financing Remain interested in Monroe but current timeline not feasible from a diligence or financing perspective [************] Participated in previous process with interest in a merger or strategic partnership Potentially interested in a WholeCo bid Will discuss with partners and revert mid-week of March 14th [************] Indicated previously submitted bid letter remains valid (asset deal to acquire Delano and OpCo for $200MM apiece) Based on the implied revenue multiple (~7x) at the time the offer was made, the OpCo valuation would be closer to $125MM(1) based on current NTM revenue [************] Involved in asset sale process so familiar with two major components of value Digging in on where they might see wholeco value and will provide some feedback on March 14th [************] Submitted offer to merge with a [**] portfolio company that has since been sold Familiar with components of value and the business Will respond with updated feedback early week of March 14th Note $200MM bid was on $28.0MM of revenue, implying ~7.1x multiple, but on current revenue of $17.5MM, a ~7.1x implies a value of $125MM. Assuming value of Delano at $200MM (per their offer) and Hudson at $310MM, share price is $0.98 Assumes Hudson sold for $310MM, $16.7MM value for Clift net of capital lease, $6.1MM value for F&B leases, net debt of $489.4MM, preferred and accrued dividends of $133.4MM, and 35.9MM shares outstanding. Note that capital structure reflects 12/31/15 pro forma for yield covenant maintenance paydown Select other outbound contacts have been made, with no substantive dialogue to date Portions of this exhibit marked [*] are requested to be treated confidentially

Submitted Proposal Summary Terms Trousdale WholeCo Acquisition Proposal THIRD-PARTY ALTERNATIVES 29 Project Roosevelt Cash offer of $2.25 per share, submitted March 2nd [Expiration extended to Wednesday, March 16th] Requests exclusivity period of approx. four weeks Diligence could be completed “expeditiously in a matter of days” No stated financing contingency; Cain Hoy Enterprises identified as a possible financing source Yucaipa reportedly to roll the principal amount of its preferred equity ($75MM balance) If deal not signed by end of exclusivity period, Trousdale reimbursed accrued deal expenses of approx. $1.5MM Break-up as previously negotiated Requires certain shareholders must enter into voting support agreements for the acquisition Vector, Yucaipa, Rambleside, Pine River, OTK and Hamamoto [******************] Structured Proposal Structured proposal submitted on March 3rd by [*******************] to acquire the Hudson and Delano South Beach for $540MM (both encumbered); proceeds to retire Yucaipa preferred equity Monroe would receive: HMA for [*******] ([****] is currently under contract to acquire from [********]) for 2.5% fee on all hotel and F&B revenue(1) Opportunity to purchase 3.5% [********], for $12MM Potential access to $20MM of key money funding through a fully accruing 2-year term loan at 10% coupon or acquiring shares of stock [*****] to receive: Guest lists for each of Monroe’s properties for the past 10 years 18MM warrants to purchase Monroe shares at a price of $1.25 per share(2) Two board seats ([**********] as Vice Chairman and [**********] as Monroe CEO) Veto rights on all capital event, asset, investment, personnel and other management decisions 30-day exclusivity; breakup fee of $10MM; termination permissible only if asset sale price is $560MM or greater No reference to diligence requirements or timing Notes It its proposal, [*****] estimates stabilized hotel revenue at over $35MM The warrants may be exercised at any time and will expire at the end of a three year term. The warrants shall have standard anti-dilution adjustment provisions for stock splits, dividends etc. and below fair market stock issuances Portions of this exhibit marked [*] are requested to be treated confidentially

Project Roosevelt 30 Appendix A Additional Information 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\30

Project Roosevelt Trading Statistics: Hotel C-Corp Comparables ADDITIONAL INFORMATION 31 Hotel C-Corp Comparables

Project Roosevelt Credit Statistics: Hotel C-Corp Comparables ADDITIONAL INFORMATION 32 Hotel C-Corp Comparables

Project Roosevelt Trading Statistics: Hotel REIT Comparables ADDITIONAL INFORMATION 33 Hotel REIT Comparables

Project Roosevelt Credit Statistics: Hotel REIT Comparables ADDITIONAL INFORMATION 34 Hotel REIT Comparables

Disclaimer 2016-03-14 Project Roosevelt Valuation Presentation_v19.pptx\14 MAR 2016\2:34 PM\35 Project Roosevelt 35 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. 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EX-99.C.3

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\1 Project Roosevelt Fairness Opinion Presentation May 8, 2016 Portions of this exhibit marked [*] are requested to be treated confidentially Exhibit(c)(3)

Table of Contents Project Roosevelt 2 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\2 Section 1 Situation Overview Section 2 Lodging Capital Markets Observations Section 3 Monroe Selected Information Section 4 Monroe Valuation Section 5 Third-Party Alternatives

Project Roosevelt 3 Section 1 Situation Overview 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\3

Executive Summary SITUATION OVERVIEW 4 Project Roosevelt From Mid-2014 through 2015, Monroe’s Board of Directors explored strategic alternatives, including an active solicitation for proposals on a sale of the entire business or parts thereof from approximately 180 parties (see next page for more details) Discussions reached a point of active negotiation of a merger agreement in late 2015 with “Trousdale”, a private hotel/restaurant/nightlife branded operator founded, owned and headed by Sam Nazarian Ultimately, negotiations with Trousdale ended and Monroe suspended the active solicitation; an asset marketing process was announced on December 7, 2015 In March 2016, discussions with Trousdale re-commenced around an all-cash bid for purchase of Monroe’s outstanding common shares at an initial proposed value of $2.25 per share Additional outreach was conducted by Monroe and its financial advisors with eleven parties judged to have sufficient potential interest in, and familiarity with, Monroe to respond quickly and credibly if they so desired The Trousdale discussions resulted in a negotiated proposal for $2.40 per share and the decision by Monroe’s board to enter into a 4-week exclusivity period with Trousdale beginning on March 29, 2016 Financial, legal, and tax diligence continued, including in-person meetings and asset tours Parties agreed to extend exclusivity through May 3 (and again through May 6), 2016, primarily to allow Trousdale and its financing partners to complete the financing commitment process On May 6, after completion of due diligence, Trousdale lowered their offer price to $2.10, citing deteriorating performance at the Hudson and the Delano and other factors as the rationale for such reduction Negotiations continued through the weekend of May 7 – 8 (and included an increase in the offer price from $2.10 to $2.25 made late eastern time on May 8, which was characterized as the final offer) A summary of the transaction structure is provided in the following pages, as well as an analysis of Monroe as a stand-alone going concern

Overview of Strategic Alternatives Process May 2014 to December 2015 Project Roosevelt SITUATION OVERVIEW 5 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\5 In May 2014 the Company announced the retention of Morgan Stanley as financial advisor to assist the STC in its ongoing review of strategic alternatives Morgan Stanley began engaging with potential interested parties in early September 2014. The initial process launch included global outreach to approximately 180 parties 65 parties signed NDAs and 12 parties ultimately submitted transaction proposals Based on discussions with potential investors and the judgment of the STC and its advisors, it was concluded that the disposition of The Light Group would potentially broaden the Company’s appeal to prospective counterparties The Company announced the sale of The Light Group on December 16, 2014 Interested parties that executed an NDA were provided with evaluation materials Following the receipt of first round indications, parties approved by the STC were invited to participate in a subsequent round These interested parties were given access to an electronic data room and permission to speak with financing sources Based on a recommendation of the Special Transaction Committee, the Board dissolved the Special Transaction Committee in June 2015 and the process continued under the direction of the full board Potential transaction partners were eventually narrowed to Trousdale, a private hotel/restaurant/nightlife branded operator founded and owned by Sam Nazarian Over the course of a few months, terms were negotiated and agreed upon; however, no deal was consummated and the process was suspended in late 2015 The Company announced its intention to market the owned hotel properties for sale through the real estate brokerage, Hodges Ward Elliott As financial advisor to Monroe, Morgan Stanley has assisted the Company with extensive diligence related to the proposed transaction and assisted the Board of Directors in negotiating specific terms and reviewing alternatives

Summary of Key Terms of Proposed Transaction Project Roosevelt SITUATION OVERVIEW 6 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\6 Structure Reverse triangular merger: SBEEG, Eldridge, Yucaipa form “New Holdco” to own 100% of sbe and acquire 100% of Monroe SBEEG and Eldridge will contribute 100% of sbe in exchange for 75% of the common equity in “New Holdco” Eldridge will contribute $75MM in cash in exchange for preferred equity in “New Holdco” (used to fund a portion of the Monroe acquisition) Yucaipa to exchange $75MM of principal and all accrued dividends ($65.1MM as of 9/30/2016) in Series A preferred equity and its common stock warrants for $75MM in new preferred in “New Holdco” and 25% of the common equity of “New Holdco” Post-closing assignment of leasehold interest in three restaurants at Mandalay Bay Las Vegas casino / hotel Consideration $2.25 per share in cash Voting Agreements [Voting Agreements signed in support of the transaction by the following shareholders (ownership % in Monroe): OTK (13%), Pine River (9%), Vector (7%)] Mortgage Assumption Buyer has expressed intention to assume or refinance mortgage; assumption could be automatic under the Mortgage Agreement if buyer is deemed a Qualified Transferee or through lender consents if not deemed a Qualified Transferee Lenders' counsel has indicated they expect lenders to agree that buyer meets Qualified Transferee requirements; formal lender acknowledgment of Qualified Transferee status unlikely before SPA signing Buyer has also indicated a potential desire to amend the mortgage agreement prior to assumption, which would require approval by lenders as well as transfer consent Termination Fees $6.5MM termination fee / $6.5MM reverse termination fee; to be received by Monroe: Buyer fails to close by the outside date and all conditions were satisfied or capable of being satisfied other than the mortgage condition; or The conditions are satisfied, the Company is ready willing and able to close but Buyer fails to close in breach of the agreement (and Buyer does not obtain specific performance) Financing Commitment $175MM term loan / $30MM RLOC commitment from Security Benefit Corporation $75MM preferred equity from Eldridge “Rollover” agreement with Yucaipa related to preferred and warrants

Summary of Key Terms of Proposed Transaction (Cont’d) Project Roosevelt SITUATION OVERVIEW 7 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\7 (6) Ownership & Capitalization Mortgage assumption $421.8MM Security Benefit Term Loan & LOC(1) $186.1MM Trust preferred & restaurant note(2) $54.1MM New Holdco preferred issued to Eldridge $75.0MM New Holdco preferred issued to Yucaipa $75.0MM New Holdco common issued to Yucaipa $65.1MM(3)(4) New Holdco common issued to SBEEG / Eldridge $195.4MM(4) Notes Includes $11.1MM drawn on Security Benefit line of credit (full capacity of $30MM) Includes $50.1MM trust preferred and $4.0MM restaurant note as of 9/30/16 Calculated as par value of accrued dividends on Yucaipa preferred equity in Monroe as of 9/30/2016; per the May 4, 2016 financing commitment, in exchange for $75MM in preferred securities in New Holdco and 25% of the New Holdco common equity, Yucaipa will retire its preferred equity (including accrued dividends) and common stock warrants in Monroe, as well as receive an assignment of leasehold interest in three restaurants at Mandalay Bay Las Vegas casino / hotel; value shown is for illustrative purposes only Illustrative value implied by Yucaipa's 25% position being valued as the par value of the accrued dividends in Monroe preferred equity securities; see footnote 3 Reflects $2.25 per share and 36.2MM shares. See page 32 for details on share count Includes legal and advisory estimated costs for Monroe and Trousdale (per respective management’s estimates); excludes any required consent / assumption fees on the mortgages or other financing fees which cannot be estimated at this time Includes forecasted cash balances as of 9/30/16 of $2.7MM for Trousdale and $6.8MM for Monroe; Monroe management expects a minimum cash balance would be needed to run the business, which would result in additional draws on the RLOC Sources & Uses for Proposed Acquisition of Monroe (4)

Project Roosevelt 8 Section 2 Lodging Capital Markets Observations 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\8

Lodging Sector Recent Performance / Outlook Project Roosevelt LODGING CAPITAL MARKETS OBSERVATIONS 9 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\9 Source PKF Hospitality Research “After uneven results throughout the year, performance of Manhattan hotels notably declined in November and December, resulting in a revenue per available room (“RevPAR”) decrease of 3.0 percent in the fourth quarter.” “ADR was the primary factor contributing to declining RevPAR performance in the fourth quarter, declining 3.3 and 3.7 percent in November and December, respectively. Overall, Manhattan hotels experienced both decreasing occupancy and ADR in 2015, resulting in a RevPAR decline of 2.3 percent for the year.” PWC Manhattan Lodging Index 4Q15 1Q16 Mid-Earnings Update Operating fundamentals continue to decline Lodging cycle is in the mature stage Transaction activity has slowed, but signs point to lower values Tough debt markets and “social issues” still impede M&A Green Street Advisors, May 3rd Tier 1 Comps / REIT Peers AV / NTM EBITDA Source Capital IQ 10.7x 10.8x PKF Growth Forecasts (1) (2) Notes Includes BEL, H, HLT, HOT, IHG, and MAR Includes AHP, AHT, CHSP, CLDT, DRH, FCH, HPT, HST, HT, INN, LHO, PEB, RHP, RLJ, SHO

AV / NTM Consensus EBITDA (3) Consensus NTM Since Monroe IPO (2/14/2006) – As of 5/5/2016 15.2x 10.7x AV / NTM Consensus EBITDA (3) August 2006 – May 2016 10.7x 10.8x 10 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\10 Notes Includes BEL, H, HOT, HLT, IHG, and MAR Includes AHP, AHT, BEE, CHSP, CLDT, DRH, FCH, HT, HPT, HST, INN, LHO, PEB, RHP, RLJ and SHO Consensus estimates from CapIQ Project Roosevelt Since 2009, Monroe has been valued at a premium to its peers as a multiple of EBITDA Monroe’s multiple has been more volatile than the peers over the last twelve months Consensus estimates for Monroe only comprised of one analyst’s estimates and are materially different from Company estimates Current AV / Consensus EBITDA multiples are lower than the 3-year and 7-year average multiples LODGING CAPITAL MARKETS OBSERVATIONS Historical Lodging Valuation Average: Monroe: 15.0x Comps: 12.3x (1) (1) (2) Average: C-Corps: 12.4x REITs: 12.3x Source Capital IQ Source Capital IQ AV / NTM EBITDA

Project Roosevelt 11 Section 3 Monroe Selected Information 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\11

Historical Share Price / Volume Traded - Monroe As of 5/5/2016 Share Price ($) Shares (MM) Project Roosevelt MONROE SELECTED INFORMATION 12 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\12 Price Movement Over Time Source CapIQ Nov. 1, 2013 Unsolicited proposal from the Yucaipa Companies at $8.00 per share Feb. 10, 2014 Monroe refinances debt secured by Hudson and Delano South Beach Mar. 13, 2014 Announces restructuring plan Dec. 16, 2014 Announces sale of The Light Group for $36MM to Hakkasan May 13, 2014 Announces retention of MS to review Strategic Alternatives May 20, 2014 Results of election of the Board of Directors Apr. 1, 2013 Signs deal with Yucaipa to cut debt, preferred stock in exchange for Delano South Beach, The Light Group and other interests Apr. 2, 2013 Jason T. Kalisman files lawsuit to block Yucaipa transaction Apr. 9, 2013 Monroe voluntarily delays Yucaipa transaction May 14, 2013 Court issues ruling compelling restoration of record date Jun. 5, 2013 Monroe's slate of director nominees announces its intention to explore full range of strategic alternatives including sale of company Sep. 14, 2015 WSJ article reporting on Rambleside offer $1.33 May 19, 2015 Interim CEO Jason Kalisman resigns; Howard Lorber named Chairman and Ken Cruse named Director Mar. 18, 2013 OTK announces plan to nominate seven candidates to the Monroe Board Oct. 7, 2015 WSJ article reporting on SLS Las Vegas Aug. 6, 2015 WSJ article reporting on rumored merger Feb. 1, 2016 Rambleside letter Feb. 9, 2016 Monroe mortgage debt yield paydown Feb. 20, 2016 COO Josh Fluhr resigns Dec. 7, 2016 Company announces HWE plan to monetize assets Monroe’s stock has declined substantially since mid-2015 and has generally hovered between $1.00 and $1.50 since early 2016 Monroe Price Performance YTD As of 5/5/2016 Share Price ($) $1.33

Monroe – Issues and Considerations MONROE SELECTED INFORMATION Scale Liquidity / Cash Availability Undersized relative to peers, with adverse implications for marketing breadth and expense margins, among other factors High G&A load as compared to asset base Not enough liquidity for large investors to buy / sell without materially impacting share price Project Roosevelt Monroe has $11.9MM of cash as of 3/31/2016 and is projected to have $7.7MM of cash as of 6/30/2016 (1), down from $46MM at year-end Cash generation projected to be negative in 2016 / 2017, leaving limited dry powder to build pipeline and operate the business Poor performance in the New York and Miami markets drives projected debt yield at the two owned assets below the required 7.75% debt yield, requiring a sizeable pay-down (currently estimated to be $53.9MM) of principal in early 2017 Current projections indicate any excess cash flow from owned assets will be trapped by the lenders (2) Owned assets are fully levered Yucaipa preferred securities’ coupon rate rising from 10% to 20% on October 15, 2016 ($140.1MM estimated balance as of September 30, 2016, including accrued, unpaid dividends of $65.1MM) Lack of capital to de-lever from sector high leverage Leverage High leverage relative to peers Current debt / LTM EBITDA in excess of 16x versus sector average of 4.1x Debt / total market capitalization of approximately 74% versus Tier 1 comp average of ~25% Management Team / Board Instability of management team (PEO / CFO and CRO / Interim COO) Several other key positions remain vacant with no near-term intention to be filled 13 Negative Sentiment / Confusion Uncertainty surrounding short-term and long-term strategy Negative press around Monroe Burkle consent rights Difficulty attracting new contracts in the US Narrow research analyst coverage limits investor access to independent perspectives Notes Per management standalone projection model; includes termination fees received from Mondrian SB ($1.0MM) A cash trap on the two assets would reduce cash generation by approximately $3MM through year-end Monroe has a number of key structural factors to consider when assessing valuation and a range of actionable alternatives Management has indicated that the risks and challenges facing Monroe are unlikely to improve in the near-term and/or are likely to worsen Source Management Projections

Project Roosevelt MONROE SELECTED INFORMATION 14 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\14 Management Company Financials Source Management Projections Key Assumptions Q2 – Q4 2016 Q2 2016 – No longer manage Mondrian South Beach and receive $1.0MM termination fee. Receive licensing fees annually going forward Q4 2016 – End management of Shore Club in Q3 and receive $2.9MM termination fee in Q4 Q4 2016 – End management of Morgans and Royalton and receive $7.0MM in termination fees in Q4 Note Decrease in 2016 G&A due to vacant positions (~$2.5MM impact), reduction in marketing, legal, and public company expenses (audit and tax filing fees due to the decrease in number of managed hotels), and no Hudson TCO renewal related costs Management Company Financials - By Contract

Project Roosevelt MONROE SELECTED INFORMATION 15 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\15 Financial Estimates and Key Assumptions Source Management Projections Notes Includes management fees on owned assets Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance. 2019 represents refinancing the $368MM outstanding loan balance at 2% cost Excludes Lost Contracts as of Present Key Assumptions Q2 – Q4 2016 Q2 2016 – Post $3.0MM bond in connection with Sasson / Masi Litigation Q2 2016 – No longer manage Mondrian South Beach and receive $1.0MM termination fee. Receive licensing fees annually going forward Q2 and Q4 – owned assets forecasted to fail 6.75% debt yield test and trigger cash lock box; $1MM excess cash flow trapped in Q2 and $3MM excess cash flow trapped in Q4 Q4 2016 – End management of Shore Club in Q3 and receive $2.9MM termination fee in Q4 Q4 2016 – End management of Morgans and Royalton and receive $7.0MM in termination fees in Q4 Q4 2016 The current preferred dividend rate of 10% increases to 20% in October 2016 1Q 2019 Refinance $368MM of mortgage on Hudson and Delano at 2% transaction cost Monroe - Key Financials

Project Roosevelt MONROE SELECTED INFORMATION 16 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\16 Financial Estimates and Key Assumptions (Cont’d) Notes Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance Per guidance from Monroe Interim CEO on 3/13/2016, reflects bill back expenses from corporate that Monroe is allowed to add back to NOI for debt yield maintenance test calculation. Updated bill back amounts received from Monroe 5/5/2016 Includes $100K of operating lease payment Source Management Projections Key Assumptions Q2 – Q4 2016 Q2 2016 – Post $3.0MM bond in connection with Sasson / Masi Litigation Q2 2016 – No longer manage Mondrian South Beach and receive $1.0MM termination fee. Receive licensing fees annually going forward Q2 and Q4 – owned assets forecasted to fail 6.75% debt yield test and trigger cash lock box; $1MM excess cash flow trapped in Q2 and $3MM excess cash flow trapped in Q4 Q4 2016 – End management of Shore Club in Q3 and receive $2.9MM termination fee in Q4 Q4 2016 – End management of Morgans and Royalton and receive $7.0MM in termination fees in Q4 Q4 2016 The current preferred dividend rate of 10% increases to 20% in October 2016 1Q 2019 Refinance $368MM of mortgage on Hudson and Delano at 2% transaction cost Monroe - Cash Flows Analysis Debt Yield Maintenance Test

Project Roosevelt MONROE SELECTED INFORMATION 17 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\17 Monthly Liquidity Analysis Notes Includes approximately $3MM cash held at MBLV, London Management Co, and Clift Includes termination fees for Mondrian SB 1Q16, bond posted for Sasson Masi litigation in 2Q16, and termination fees for Shore Club, Morgans, and Royalton in 4Q16 Cash flow sweep would not affect April receipts. Assumes cash shortfalls at the property level can be funded with lock-box cash balances Mortgage agreement establishes a lockbox for excess cash generated at Hudson and Delano If debt yield falls below 6.75%, excess cash is swept Current projections indicated $3MM of cash will be trapped in lock box controlled by the lender in 2016 Assets must deliver two consecutive quarters of 7.0% debt yield before it is released Through Year-End 2016 Source Management Projections Monroe Pro Forma 2016 Cash Balances

Project Roosevelt 18 Section 4 Monroe Valuation 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\18

Hudson Valuation Project Roosevelt MONROE VALUATION 19 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\19 1 Notes 4% FF&E reserve deducted from management’s asset EBITDA in all years; maintenance capex of 3% of revenue assumed in all years Hudson’s 878 rooms include 72 former single room dwelling (“SROs”) units that have been converted to hotel rooms since 2009; the 878 room count excludes 60 SROs which remain and provide upside potential at Hudson; cost of conversion of $200K per unit London / Regional bid for Hudson unencumbered; other bids are silent on management. Per Monroe management, bids were not the result of a full process due to exclusivity Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI projected to grow 3% from 2019 to 2020 Key Stats Ownership Type Fee Simple (condominium) Keys 878 (938 including SROs) 2016E ADR $209 2016E Occupancy 89% 2016E RevPAR $187 # Restaurants / Nightclubs etc. 6 Meeting Space (sqft) 5,599 Debt $263MM Peak EBITDA (2007) $36.7MM LOW HIGH Hudson Valuation Reference Points (3) Operations Update Q1 room rates soft and F&B down due to poor performance in banquets / meeting space Management has implemented a contingency plan; steps taken have included not replacing departures and initiation of phase-out of banquet business & group sales, which are unprofitable Manhattan remains challenged due to substantial supply; although Hudson performed slightly better than comps in March-April Due to the depth of Hudson’s deterioration in performance, direct capitalization and discounted cash flow valuation methods may be less relevant for valuation purposes than the bids submitted by interested buyers. Interested buyers are likely to implement a repositioning and renovation plan at the Hudson, making valuations based on Monroe projections less relevant. Recent New York Lodging Trades Hudson Implied Value at Various Cap Rates Hudson Discounted Cash Flow Valuation (4) Hudson Cash Flow Projections Portions of this exhibit marked [*] are requested to be treated confidentially [**********] [**********] [**********] [**********]

Delano Valuation Project Roosevelt MONROE VALUATION 20 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\20 1 Notes 4% FF&E reserve deducted from management’s asset EBITDA in all years; maintenance capex of 3% of revenue assumed in all years Per Monroe management, bids were not the result of a full process due to exclusivity Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI assumed to grow 3% from 2019 to 2020 Key Stats Ownership Type Fee Simple 2016E ADR $464 2016E Occupancy 72% 2016E RevPAR $333 # Restaurants / Nightclubs etc. 5 Meeting Space (sqft) 1,633 Debt $159MM Peak EBITDA (2008) $21.8MM HIGH LOW (AVERAGE) Operations Update RevPAR and F&B each down approximately 10% in March, trend worsening in April F&B concepts (Bianca & FDR) require an overhaul Management has implemented contingency plans: this has included not replacing certain positions, reducing headcount in the months ahead, ramping up hotel promotions, lowering menu prices at Bianca Significant new supply in Miami; on a trailing-twelve-month basis, although Delano has performed slightly better than its comp set Delano Forward Cap Rate Valuation Delano Cash Flow Projections Delano Discounted Cash Flow Valuation (3) Delano Valuation Reference Points(2) Portions of this exhibit marked [*] are requested to be treated confidentially [**********] [**********]

Net Clift Valuation (3) Clift Discounted Cash Flow Valuation (Pre-Ground Lease) (2) Clift Valuation Project Roosevelt MONROE VALUATION 21 1 Notes 4% FF&E reserve deducted from managements asset EBITDA projections Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI assumed to grow 3% from 2019 to 2020. Lower range of cap rates increased by 25-75 bps from Delano and Hudson valuation tables to reflect increased risk of ground lease Net Value to Monroe reflects fee simple ownership interest less capital lease obligation plus value of Hotel Management Agreement Value of Clift contract shown at a range of 9.6x-11.2x 2016E Fees based on the current range of 2016E EBITDA multiples of HLT, H, and MAR Key Stats Ownership Type 99-Yr Lease 2016E ADR $278 2016E Occupancy 93% 2016E RevPAR $259 # Restaurants / Nightclubs etc. 4 Meeting Space (sqft) 4,209 Capitalized Lease Obligation (As of 12/31/2015) $94.7MM RANGE Market Check Reported conversations with [**************] suggest they may be willing to buy the leasehold interest unencumbered for $5MM to $10MM Operations Update Clift is exceeding forecasts and RevPAR up 8% in 1Q16, largely due to strong supply-demand dynamics; group sales are also strong The asset is ageing and the rooms needs renovation, particularly the bathrooms To reduce costs, restaurant service has been curtailed and is now only serving breakfast (dinner is served out of Redwood room) Clift Cash Flow Projections Portions of this exhibit marked [*] are requested to be treated confidentially

Net Operating Loss Valuation Project Roosevelt MONROE VALUATION 22 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\22 Utilization Assuming Status Quo Case 1 Assumptions 43% Corporate Tax Rate Taxable Income per management projections through 2019, grown at designated growth rate thereafter Disclaimer: Morgan Stanley does not provide tax, accounting or legal advice and the information contained herein does not constitute such advice or any other form of advice for the recipient. Monroe has accumulated an NOL balance of ~$433MM as of 12/31/15 Management projects positive taxable income beginning in 2016 (mainly due to termination fee income) and consistent taxable income starting in 2018 All existing NOLs must be utilized (or expire) by 2038 Tax savings from NOLs are discounted at Monroe’s going concern weighted average cost of capital with an applied 43% tax rate to estimate present value (1) Weighted average cost of capital used as discount rate includes tax-affected cost of debt Additional Notes A buyer’s value for any NOLs would be based on utilization in any given year collared by the projected year’s taxable income and the maximum amount allowable under the IRS code section 382 In a change of control transaction, use of NOLs will generally be limited to an annual amount equal to the product of the purchase price paid for the target equity multiplied by a rate published monthly by the IRS (most recent rate is 2.27%); most NOLs have a 20-year life At the current offer price of $2.25, the annual NOL limit each year to the buyer will be ~$2MM Section 382 also provides the potential for certain exceptions to the NOL usage limitation in the first five years post-acquisition; exemptions include actual asset sales and an adjust to the exemption limit based on a hypothetical step-up in value of the acquired assets (mutually exclusive election) Note Assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.0%, market risk premium at 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC NOL Value Sensitivity Monroe Taxable Income

Monroe - Value of Business and Selected Trading Statistics MONROE VALUATION 23 Sum-of-the-Parts Analysis Project Roosevelt Source Company Information 1 Notes Company has written down equity value in JV interest of Mondrian South Beach to $0. JV interest and associated debt excluded from this analysis Management company EBITDA shown includes F&B EBITDA, is net of public company G&A, and excludes $1.9MM of fees from terminated contracts Value of Pipeline Under Construction based on cash flows through stabilization discounted to 12/31/2015 at the company’s current WACC; terminal value of the recurring management EBITDA calculated by applying a margin to stabilized fees and discounting back to 12/31/2015 at the company’s going concern WACC which assumes the company is able to attract preferred equity at a 10% cost of capital NOL asset valued as 0% (low), 50% (mid-point) and 100% (high) of the total present value of Monroe accumulated NOLs as of 12/31/2015 Preferred stock accrued dividends as of 3/31/2016 Owned assets valued at a range of bids received to high end of DCF range High end of bids from bidders with known capital sources DCF at discount rate range of 7.0%-9.0% Midpoint exit cap rates range from 7.0% to 7.25% Management business, including F&B business, net of public company costs, is valued at the current trading range of the Tier 1 peers: 9.6x-12.5x The lower practical limit for common equity value would be $0, so in cases where the number shown is negative, and assuming the asset or entity values estimated, other portions of the capital structure would experience value impairments so as to reflect a zero or nominal positive value for the common equity

Hotel C-Corp Peers MONROE VALUATION 24 Trading Comparables Analysis Source SNL Financial, Capital IQ, Morgan Stanley and Company reports Project Roosevelt 2 The tier one peers’ 2016E EBITDA multiple range is 9.6x to 12.5x Starwood is the target of a potential merger with Marriott so its trading multiples are excluded from the ranges used in valuation (1) Note Starwood excluded from average, min, and max statistics due to its pending merger with Marriott

Implied Monroe Valuation MONROE VALUATION 25 Trading Comparables Analysis Project Roosevelt 2 Source SNL Financial, Capital IQ, Morgan Stanley and Company reports Notes EBITDA represents management projections, excludes $1.9MM of fees from lost contracts NOL asset valued as 0% (low), 50% (mid) and 100% (high) of the total present value of Monroe accumulated NOLs as of 12/31/2015 Preferred stock accrued dividends as of 3/31/2016 Total Debt and Preferred excludes capital leases at Clift and Hudson; EBITDA is net of rent expense for both leases; Company has written down equity value in JV interest of Mondrian South Beach to $0. JV interest and associated debt excluded from this analysis Dilution from assumed exercise of 12.5MM warrants with $6.00 strike price (if in-the-money) Monroe trades at 14.8x aggregate value / consensus 2016E EBITDA. Consensus EBITDA of $44.5MM is 22% above management’s projected $36.4MM EBITDA. Monroe’s multiple implied by management’s EBITDA estimate is 18.0x Application of peer EBITDA multiples assumes comparable reduction for rent in computing EBITDA from EBITDAR The lower practical limit for common equity value would be $0, so in cases where the number shown is negative, and assuming the asset or entity values estimated, other portions of the capital structure would experience value impairments so as to reflect a zero or nominal positive value for the common equity Fully Diluted Share Count

MONROE VALUATION 26 Discounted Unlevered Cash Flow Analysis - Inputs Project Roosevelt Notes Represents average remaining term of managements contracts for Monroe; yield of 15-year treasury obtained by interpolating the geometric midpoint of the spot rate between the 10-year and 20-year treasury Per Capital IQ (Long-Term US Predicted Beta) Company capital structure at 3/31/2016 composed of $48MM equity, $133MM preferred, and $483MM debt. Weighted Average Cost of Capital Cost of equity “floor” in High WACC estimate based on estimated cost of preferred equity Unquantified execution risks Assumes 20% preferred equity can be refinanced at between 10% and 15% (high WACC) for forecast period Monroe’s weighted average cost of capital not adjusted to tax-affect the cost of debt due to NOL tax shield 3(a) Monroe WACC Analysis: CAPM Method

Present Value Summary (5) MONROE VALUATION 27 Notes Based on management estimates 2016 – 2019; 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%) Includes working capital changes, proceeds from asset sales (2016 only), and restructuring, development, and disposal costs Management company EBITDA shown includes F&B EBITDA Terminal value assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.0%, market risk premium at 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC Preferred equity, cash, and mortgage balances shown as of 3/31/2016, present value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement Represents present value of remaining NOLs at the end of the projection period (Year 2019) discounted back to present (Year 2015) – value shown at 25%, 50%, and 75% in low, mid, and high case, respectively Discounted Unlevered Cash Flow Analysis Project Roosevelt As of 3/31/2016 Assumptions Unlevered Discount Rate: 7.1%-8.4% (all terminal values discounted at 8.7%) (4) Exit EBITDA Multiple for Management Company and Owned Hotels of 11.5x – 13.5x Reflects blended exit multiple of long term sector averages +/- 1.0x Assumes going concern valuation: no transaction costs Unquantified execution risks Forecast period: assumes 20% preferred equity can be refinanced at between 10% and 15% (high WACC) Terminal period: assumes going concern achieves ability to attract preferred equity at a 10% cost of capital (4) 3(a) Monroe Unlevered Free Cash Flows (1) Terminal Values

Terminal Value Summary (2) MONROE VALUATION 28 Notes Based on management estimates 2016 – 2019; 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%) Terminal Value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement Represents present value of remaining NOLs at the end of the projection period (Year 2019) Terminal value assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.0%, market risk premium at 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC Discounted Levered Cash Flow Analysis Project Roosevelt As of 3/31/2016 Assumptions Preferred equity continues PIK with no cash component Cost of Equity: 12.2%-15.0% Exit EBITDA Multiple for Total EBITDA of 11.5x – 13.5x Reflects blended exit multiple of long term sector averages +/- 1.0x Assumes going concern valuation: no transaction costs Unquantified execution risks Forecast period: assumes preferred equity coupon increasing to 20% in 4Q 2016 can refinanced at between 10% (low WACC) and 15% (high WACC) Cost of equity floor set by preferred coupon Terminal period: assumes going concern achieves ability to attract preferred equity at a 10% cost of capital (4) 3(b) Monroe Levered Cash Flows

Price per Share, $(1) MONROE VALUATION Preliminary Illustrative Summary Valuation 29 Unaffected Price (5/5/16) $1.33 One research analyst covers Monroe; $1.30 price target released the day after Company’s 4Q15 earnings call Consensus 2016E EBITDA estimate of $44.5MM compared to management projected $36.4MM (22% delta) Project Roosevelt Notes Negative per share values curtailed at $0.00 Based on Tier 1 peers which include BEL, H, HLT, IHG, and MAR EBITDA used to determine going concern value does not include lost contracts or termination payments, instead the present value of these cash flows were included in the analysis to obtain a company per share value Terminal value assumes going concern achieves more typical capital structure. Utilizes Tier 1 lodging long term beta of 1.3, risk free rate of 2.0%, market risk premium of 6%, and weighting of 30% debt and 10% pref to total capitalization based on Tier 1 lodging comps to calculate WACC Monroe Equity Value Per Share (Standalone Case) SOTP (2)(3) Owned asset valuations based on DCF and private market bids Management Co. based on comps 2016E EBITDA Multiples Valuation Analysis: Market Reference: Trading Comps (2)(3) 2016E EBITDA Multiples Methodology Single broker with current estimates Broker Price Target DCF (Unlevered) 4-year projected unlevered cash flows Tier one comps 2016E EBITDA range of 9.6x to 12.5x $36.4MM Proj. 2016 EBITDA $25MM of NOL Value at the mid-point 2 1 3(a) Owned asset valued at range of bids, DCF valuations, and BOVs Discount Rate: 7.0%-9.0% Exit Cap Rate: 7.0%, 7.25% for Clift EBITDA multiple for Management Business, F&B, and public company costs: 9.6x-12.5x (tier one comps) $25MM of NOL value at the mid-point Discount Rate: 7.1%-8.4% (4) Exit EBITDA Multiple for Owned Hotels and Mgmt Business: 11.5x-13.5x DCF (Levered) 4-year projected levered cash flows Excludes Unidentified Contracts 3(b) Cost of Equity: 12.2%-15.0% Exit Total EBITDA Multiple: 11.5x-13.5x Trousdale Offer $2.25

Project Roosevelt 30 Section 5 Third-Party Alternatives 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\30

Selected Outreach / “Market Checks” THIRD-PARTY ALTERNATIVES 31 Project Roosevelt [************] Potential interest in the management company but not the real estate Little time to focus on this situation given [*******] closing process and another shareholder situation [************] Unsolicited inbound received from [**********] conglomerate with “authorization” to “pay up to $90MM” for the common equity of the company (an implied per share value of approximately $2.50 per share), though no other detail provided (financing, diligence requirements, etc.) [************] Showed minimal interest in the platform [************] Involved in asset sale process; familiar with two major components of value On March 14, indicated they saw value of management company “around $50MM” and declined to move forward [************] Submitted offer to merge with a [****] portfolio company that has since been sold; familiar with components the business Initial estimates in the $2/sh range Notes Under the terms in [**************] offer, Monroe would receive: HMA for [**********] ([*****] is currently under contract to acquire from [***********]) for 2.5% fee on all hotel and F&B revenue(1), opportunity to purchase 3.5% [***********] for $12MM, potential access to $20MM of key money funding through a fully accruing 2-year term loan at 10% coupon or acquiring shares of stock. [*****] to receive: guest lists for each of Monroe’s properties for the past 10 years, 18MM warrants to purchase Monroe shares at a price of $1.25 per share(2), two board seats ([************] as Vice Chairman and [************] as Monroe CEO), veto rights on all capital event, asset, investment, personnel and other management decisions, 30-day exclusivity; breakup fee of $10MM; termination permissible only if asset sale price is $560MM or greater. No reference to diligence requirements or timing At time of bid, assumed owned hotels sold for $560MM Assumes Hudson sold for $310MM, $16.7MM value for Clift net of capital lease, $6.1MM value for F&B leases, net debt of $489.4MM, preferred and accrued dividends of $133.4MM, and 35.9MM shares outstanding. Note that capital structure reflects 12/31/15 pro forma for yield covenant maintenance paydown [************] Declined to participate based on timing and real estate component [************] Indicated previously submitted offer (May 18, 2015) of $200MM for the management/license contracts remains valid Previous bid revenue multiple on NTM revenue in place at time of bid implies OpCo value of approx. $130MM ($1.89/share (2)) Did not sign NDA or otherwise engage [************] Had conversation week of March 7 and understand timeline. Have not responded with updated valuation thoughts [************] Indicated that they are not interested [************] Participated in previous process with interest in a merger or strategic partnership; potentially interested in a WholeCo bid Unclear on sources of capital [************] Submitted attractive bid in first round during 2015 process, but unable to provide certainty around financing Remain interested in Monroe but current timeline not feasible from a diligence or financing perspective [************] Submitted bid for $540MM for Hudson and Delano (both encumbered); proceeds to retire preferred equity; full offer included several exchanges of rights and options(1) [************] Have shown little interest in this platform to date Portions of this exhibit marked [*] are requested to be treated confidentially

Common Share Count Calculation Project Roosevelt Notes On May 13, 2016, approximately 106K Restricted Share Units (previously granted Director Retainer Grants) will vest, converting to Common Shares Represents the annual director retention grants that will be issued on May 12, 2016. Each director will receive $100K in grants There are currently nine Monroe board members, and the calculation assumes Brad Nugent and Adam Stein decline their grants per historical shareholder policy precedent set by the shareholders they represent (Yucaipa and Pine River, respectively) resulting in $700K of annual director retention grants issued; sources and uses estimate assumes grant price of $1.91 as of May 6, 2016 close 2016-05-08 Project Roosevelt - Monroe Equity Capitalization v1.pptx\08 MAY 2016\2:17 PM\2 Source Monroe Management 32 Monroe Equity Capitalization

Disclaimer 2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\33 Project Roosevelt 33 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. 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EX-99.D.2

Exhibit (d)(2)

EXECUTION COPY

May 9, 2016

SBEEG Holdings LLC

Trousdale Acquisition Sub, Inc.

2780 Holdings, LLC

Las Vegas, Nevada 89109

Ladies and Gentlemen:

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.

1. Commitment. The Equity Provider hereby commits (its “Commitment”), subject to the terms and conditions set forth herein to transfer, contribute and deliver to New Holdco immediately prior to the Effective Time (the “Initial Contribution”) the number of shares of Monroe Series A Preferred Securities and Monroe Warrants set forth beside its name on Schedule A hereto (the aggregate amount of such Monroe Series A Preferred Securities and Monroe Warrants, the “Rollover Contribution Shares”) in exchange for twenty-five percent (25%) of the Common Equity of New Holdco and fifty percent (50%) of the Preferred Equity of New Holdco, in each case outstanding as of immediately following the Effective Time, which shall reflect the same price per unit or share of New Holdco as is paid by and allocated to the other applicable equity holders of New Holdco in connection with the Closing. The Equity Provider will not be under any obligation under any circumstances to transfer, contribute or deliver, or cause to be transferred, contributed, or delivered, to Trousdale or New Holdco a number of shares in excess of the number of shares of Monroe Series A Preferred Securities and Monroe Warrants set forth beside its name on Schedule A hereto; and in no event will the Equity Provider be obligated to provide any other contribution to, or purchase any equity or debt of, or otherwise provide funds to, Trousdale, New Holdco, Sub-S or any other person. As promptly as reasonably practical after the formation of New Holdco (but in any event prior to the Closing), Trousdale shall cause New Holdco to execute a joinder to this letter agreement (in a form reasonably acceptable to Trousdale, Sub-S and the Equity Provider).

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2. Conditions. The Commitment shall be subject to the following conditions: (i) the execution and delivery of the Merger Agreement by Monroe; (ii) the satisfaction or (with the prior written consent of the Equity Provider) (such consent not to be unreasonably withheld, conditioned or delayed)) waiver of each of the conditions to Trousdale’s and Sub-S’s obligations to effect the Closing set forth in Article VII of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such conditions, and other than due to the failure of the Equity Provider to consummate the Initial Contribution when required hereby); (iii) the Debt Financing has been funded in accordance with the terms of the Debt Commitment Letter or will be funded in accordance with the terms thereof at the Closing; (iv) the substantially simultaneous closing of the contributions contemplated by the Equity Commitment Letter; (v) the execution and delivery by New Holdco and the equity holders of New Holdco (including the Equity Provider) of organizational documents of New Holdco containing the terms and conditions set forth on Schedule B and otherwise reasonably acceptable to the Equity Provider, and (vi) the substantially simultaneous consummation of the Merger in accordance with the terms of the Merger Agreement; provided that in no event shall Trousdale, Sub-S or New Holdco consummate the transactions under the Merger Agreement or any similar or related transaction unless and until all of the above conditions are satisfied or waived by the Equity Provider.

3. Parties in Interest; Third Party Beneficiaries. The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other parties hereto and their respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any other person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Trousdale, New Holdco (upon its joinder hereto) or Sub-S to enforce, the obligations set forth herein; provided, that Monroe is an express third-party beneficiary hereof only to the extent set forth in Section 4 and shall have the right directly to enforce specifically the terms and provisions of this Agreement against the Equity Provider only to the extent set forth in Section 4.

4. Enforceability. This Agreement may only be enforced by (i) Trousdale, New Holdco (upon its joinder hereto) or Sub-S, (ii) Monroe pursuant to Monroe’s right to seek specific performance of Trousdale’s or New Holdco’s (upon its joinder hereto) obligation to enforce each of the Equity Provider’s obligation to fund the Commitment in accordance with Sections 1 and 2 hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 9.11(b) of the Merger Agreement and those set forth herein and for no other purpose (including without limitation any claim for monetary damages hereunder) or (iii) Monroe directly seeking specific performance of the Equity Provider’s obligation to contribute its Commitment in accordance with Sections 1 and 2 hereof under the circumstances, and only under the circumstances, in which Monroe would be permitted by Section 9.11(b) of the Merger Agreement to obtain specific performance requiring Trousdale or New Holdco (upon its joinder hereto) to enforce the Equity Provider’s obligation to contribute its Commitment and for no other purpose (including without limitation any claim for monetary damages hereunder). Notwithstanding any other term or condition of this Agreement, the rights and remedies of Trousdale, New Holdco (upon its joinder hereto), Sub-S and Monroe hereunder shall be limited

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to the right to specifically enforce the obligation of the Equity Provider to contribute the Rollover Contribution Shares upon and subject to the terms and conditions hereof and for no other purpose (including without limitation any claim for monetary damages hereunder).

5. No Modification; Entire Agreement; Certain Matters. This Agreement may not be amended or otherwise modified (including termination by mutual consent of the parties hereto) without the prior written consent of Trousdale, New Holdco (upon its joinder hereto), and the Equity Provider; provided that any such amendment or modification that is materially adverse to Monroe’s rights set forth in Section 3 and Section 4 shall also require Monroe’s prior written consent. The Merger Agreement, the Equity Commitment Letter and the Debt Commitment Letter may not be amended, modified or assigned in any manner adverse to the Equity Provider without the prior written consent of the Equity Provider (such consent not to be unreasonably withheld, conditioned or delayed). This Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Equity Provider or any of its affiliates, on the one hand, and Trousdale, New Holdco (upon its joinder hereto) and Sub-S or any of their affiliates, on the other, with respect to the transactions contemplated hereby. Except as otherwise determined appropriate by the Equity Provider, the parties hereto intend for the contribution of the Rollover Contribution Shares by the Equity Provider to be treated as a rollover or other tax-free exchange for federal income tax purposes (to the extent of equity received in New Holdco). Following the date hereof, the parties will cooperate in good faith to determine a structure to effectuate the transactions described herein that minimizes tax consequences to the Equity Provider (and their direct and indirect owners) and will take such action as reasonably requested by the Equity Provider in furtherance thereof (including, in the event determined appropriate by the Equity Provider, causing New Holdco to be treated as a partnership for federal income tax purposes, or causing the contribution of the Rollover Contribution Shares to be treated as a taxable exchange).

6. Governing Law and Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under any applicable principles of conflicts of laws.

(b) Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any action, suit or other proceeding arises out of this Agreement or the transactions contemplated hereby and (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties hereto consent to the service of process in any manner permitted by the laws of the State of Delaware.

(c) EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

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8. Confidentiality. This Agreement is being provided to Trousdale, New Holdco (upon its joinder hereto), Sub-S and Monroe solely in connection with the Merger. This Agreement may not be circulated or quoted by Trousdale, New Holdco (upon its joinder hereto), Sub-S or Monroe except with the prior written consent of the Equity Provider in each instance; provided, however, that no such written consent is required for any disclosure of the existence or content of this Agreement (excluding Schedule B) to (i) the extent required by Applicable Law, the applicable rules of any national securities exchange or as required in connection with any required SEC filing relating to the Merger (provided, that the disclosing person will provide the Equity Provider an opportunity to review such required disclosure in advance of such public disclosure being made) or (ii) Trousdale’s, New Holdco’s (upon its joinder hereto), Sub-S’s or Monroe’s representatives who need to know of the existence of this Agreement.

9. Termination. The obligations of the Equity Provider under or in connection with this Agreement will terminate automatically and immediately upon the earliest to occur of (a) subject to the proviso in Section 2, the Closing (at which time all such obligations shall be discharged), (b) the termination of the Merger Agreement, the Equity Commitment Letter, or the Debt Commitment Letter (provided that, for the avoidance of doubt, any purported termination of the Merger Agreement that is not a valid termination shall not give rise to a termination of this Agreement pursuant to this Section 9), (c) the amendment, modification or assignment of the Merger Agreement, Equity Commitment Letter, or the Debt Commitment Letter without the prior written consent of the Equity Providers, (d) the Outside Date, and (e) Trousdale, Sub-S, New Holdco or Monroe or any of their respective affiliates initiates any Proceeding (whether in tort, contract or otherwise) against any Equity Provider or any Related Party (as defined below) of any Equity Provider in connection with this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby except as expressly set forth in this Agreement or the Voting Agreement and except for any derivative Proceeding initiated by any stockholder of Monroe in connection with this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby; provided that, in the case of each of (a) through (e) if Monroe shall have previously commenced an action pursuant to clause (ii) or (iii) of the first sentence of Section 4 hereof, this Agreement shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Equity Provider of any obligations finally determined or agreed to be owed by the Equity Provider, consistent with the terms hereof); provided that Section 14 of this Agreement shall survive any termination of this Agreement and following any such termination, neither Trousdale, Sub-S, New Holdco nor any of their respective affiliates shall consummate the transactions under the Merger Agreement or any similar or related transaction without the prior written consent of the Equity Provider.

10. No Assignment. This Agreement, the Commitment evidenced by this Agreement, and the rights and obligations hereunder, shall not be assignable, in whole or in part, by Trousdale, New Holdco (upon its joinder hereto), or Sub-S without the prior written consent of the Equity Provider, and the granting of such consent in a given instance shall be solely in the discretion of the Equity Provider and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. The Equity Provider’s obligations to consummate the Commitment may not be assigned by the Equity Provider without the prior written consent of Trousdale and Monroe. Any purported assignment of this Agreement, the Commitment or the rights and obligations hereunder in contravention of this Section 10 shall be void.

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11. Representations and Warranties of the Equity Provider. The Equity Provider hereby represents and warrants with respect to itself to Trousdale and New Holdco that (a) it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it; (c) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it enforceable against it in accordance with the terms of this Agreement, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity; (d) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”); (e) it is acquiring the equity of New Holdco described in Section 1 for its own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment and not with a view to any resale or distribution thereof; (f) it understands that the equity securities of New Holdco have not been registered under the Securities Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the Securities Act or any relevant state securities laws or exemption therefrom, that neither Trousdale nor New Holdco has any obligation or intention to register such equity under the Securities Act or United States state securities laws, or to permit sales pursuant to Regulation A under the Securities Act; and (g) it must therefore bear the economic risk of holding equity in New Holdco for an indefinite period of time. The Equity Provider also represents and warrants to Trousdale and New Holdco that the Rollover Contribution Shares as listed in Schedule A hereto are all of the shares of Monroe Capital Stock and other securities of Monroe exercisable for, or convertible into, shares of Monroe Capital Stock, owned, of record or beneficially, by the Equity Provider.

12. Representations and Warranties of Trousdale, Sub-S and (Upon Its Joinder Hereto) New Holdco. Each of Trousdale, Sub-S and (upon its joinder hereto) New Holdco hereby represents and warrants with respect to itself to the Equity Provider that (a) it is duly organized, validly existing and in good standing and has all corporate, limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary corporate, limited partnership, trust or other organizational action by it; and (c) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

13. New Holdco Organizational Documents. The Equity Provider, Trousdale and (upon its joinder hereto) New Holdco agree to negotiate in good faith with respect to, and enter into concurrently with the Closing, one or more definitive agreements (including organizational documents of New Holdco) that reflect the terms set forth on Schedule B and such other terms as are reasonably satisfactory to the Equity Provider.

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14. Expense Reimbursement. At the Closing, or within five (5) Business Days after the termination of this Agreement, Trousdale shall reimburse the reasonable and documented out-of-pocket costs and expenses incurred by the Equity Provider and their Related Parties in connection with the transactions contemplated by this Agreement.

15. Relationship of the Parties. Each party acknowledges and agrees that this Agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise.

16. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (ii) on the fifth (5^th) Business Day after dispatch by registered or certified mail, (iii) on the next Business Day if transmitted by national overnight courier or (iv) on the date delivered if sent by e-mail (provided confirmation of e-mail receipt is obtained), in each case as follows. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by such party:

Notices to the Equity Provider:

As provided in Schedule A.

Notices to Trousdale, Sub-S or (upon its joinder hereto) New Holdco:

As provided in Section 9.02 of the Merger Agreement.

17. No Recourse. Notwithstanding anything in this Agreement, each party hereto, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no recourse under this Agreement shall be had against any (i) Related Party (as defined below) of the Equity Provider (other than the Equity Provider) or (ii) any Related Party of any of such Related Parties (other than the Equity Provider), in each case whether by the enforcement of any assessment or by any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred (whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim against any Related Party of the Equity Provider, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise) for any obligations of the Equity Provider under this Agreement. For the purposes of this letter agreement, the term “Related Party” shall mean any and all former, current or future directors, officers, employees, agents, direct or indirect equity holders, controlling persons, general or limited partners, managers, members, stockholders, representatives or affiliates of a person.

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[remainder of the page intentionally left blank – signature page follows]

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Sincerely,
Yucaipa Hospitality Investments, LLC
By:	/s/ Robert P. Bermingham
	Name:	Robert P. Bermingham
	Title:	Vice President and Secretary

[Signature Page to Rollover Commitment Letter]

Agreed to and accepted as of

the date first written above:

SBEEG Holdings, LLC
By:	/s/ Sam Nazarian
	Name:	Sam Nazarian
	Title:	Chairman & Chief Executive Officer
Trousdale Acquisition Sub, Inc.
By:	/s/ Sam Nazarian
	Name:	Sam Nazarian
	Title:	Chairman & President

[Signature Page to Rollover Commitment Letter]

Schedule A

Initial Contribution

Equity Provider	Number of Shares of Monroe Series A Preferred Securities	Description of Monroe Warrants, including number of shares of Monroe Common Stock that can be acquired under such Monroe Warrants
Yucaipa Hospitality Investments, LLC 9130 Sunset Blvd. Los Angeles, CA 90069	75,000 shares of Monroe Series A Preferred Securities	Warrants to purchase 12,500,000 shares of Monroe Common Stock at an exercise price of $6.00 per share.

Schedule B

New Holdco Term Sheet

[See attached]

EX-99.D.4

Exhibit (d)(4)

EXECUTION COPY

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).

WHEREAS, Morgans Hotel Group Co., a Delaware corporation (“Monroe”), Trousdale and Trousdale Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Trousdale (“Sub-S”), entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS the Stockholder owns the number of shares of Monroe Capital Stock set forth opposite its name on Schedule A hereto (such shares of Monroe Capital Stock, together with any other shares of capital stock of Monroe acquired by the Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Trousdale requested that the Stockholder enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Trousdale as follows:

(a) Authority; Execution and Deliver; Enforceability. The Stockholder has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. The Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Stockholder under, any organizational documents of the Stockholder, any provision of any Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound, or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

(b) The Subject Shares. The Stockholder is the beneficial owner of and has good and valid title to, the Subject Shares, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of Monroe other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

(c) Merger Agreement. The Stockholder understands and acknowledges that Trousdale is entering into, and causing Sub-S to enter into, the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Section 2. Representations and Warranties of Trousdale.

(a) Representations and Warranties of Trousdale. Trousdale hereby represents and warrants to the Stockholder as follows: Trousdale has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Trousdale of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Trousdale. Trousdale has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Trousdale, enforceable against Trousdale in accordance with its terms. The execution and delivery by Trousdale of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Trousdale under, any organizational documents of Trousdale, any provision of any Contract to which Trousdale is a party or by which any properties or assets of Trousdale are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Trousdale or the properties or assets of Trousdale. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Trousdale in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Trousdale under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Trousdale nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock.

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Section 3. Agreement to Vote; Other Covenants of the Stockholder. The Stockholder covenants and agrees as follows:

(a) Agreement to Vote.

(1) In Favor of Merger. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of the stockholders of Monroe called to seek the Monroe Stockholder Approval or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder (i) shall, if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (ii) shall vote (or cause to be voted) the Subject Shares in favor of granting the Monroe Stockholder Approval.

(2) Against Other Transactions. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of stockholders of Monroe or at any postponement or adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger, consolidation, combination or sale of substantially all of Monroe’s assets, or any reorganization, recapitalization, dissolution, liquidation or winding up of or by Monroe (other than the Merger Agreement and the Merger and other than in accordance with the Merger Agreement or the Transaction Agreements), (ii) any Monroe Takeover Proposal and (iii) any amendment of the Monroe Charter or the Monroe Bylaws or other proposal or transaction involving Monroe or any Monroe Subsidiary (other than in accordance with the Merger Agreement or the Transaction Agreements), which amendment or other proposal or transaction requires a Monroe stockholders’ vote and would in any manner be reasonably expected to (i) prevent (A) the performance by Monroe of its obligations under the Merger Agreement or any other Transaction Agreement or (B) the consummation of the Merger or any other Transaction or (ii) change in any manner the voting rights of any class of Monroe Capital Stock. The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

(3) Revoke Other Proxies. The Stockholder represents that any proxies heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

(4) IRREVOCABLE PROXY. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, the Stockholder hereby irrevocably grants to, and appoints, Trousdale, and any individual designated in writing by Trousdale, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3(a). The Stockholder understands and acknowledges that Trousdale is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this

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Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. For the avoidance of doubt, the Stockholder may vote the Subject Shares on all matters other than those set forth in this Section 3(a)(4). The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement.

(b) No Transfer. Other than pursuant to this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, other than Transfers to Affiliates, limited partners, members or immediate family members of the Stockholder, a trust established for the benefit of the Stockholder and/or for the benefit of one or more members of the Stockholder’s immediate family, or charitable organizations, or upon the death of the Stockholder (collectively, a “Transferee”), provided that, as a condition to such Transfer, such Transferee enters into a joinder to this Agreement in a form reasonably acceptable to Trousdale, which shall provide that such Transferee agrees to be bound by this Agreement and the terms, conditions and obligations hereof, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise (including pursuant to any loan of Subject Shares), with respect to any Subject Shares, or (iii) commit or agree to take any of the foregoing actions.

(c) No Solicitation. The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Monroe Takeover Proposal, (ii) enter into any agreement with respect to any Monroe Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Monroe Takeover Proposal. The Stockholder shall promptly and in no event later than forty-eight (48) hours advise Monroe and Trousdale orally and in writing of any Monroe Takeover Proposal or inquiry made to the Stockholder that could reasonably be expected to lead to any Monroe Takeover Proposal, and the identity of the person making any such Monroe Takeover Proposal or inquiry and the terms of any such Monroe Takeover Proposal or inquiry.

(d) Commercially Reasonable Efforts. The Stockholder shall not take any action that causes or could reasonably be expected to cause any condition to

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consummation of the Merger and the other Transactions not to be satisfied. The Stockholder shall not issue any press release or make any other public statement with respect to any Transaction Agreement, the Merger or any other Transaction without the prior consent of Monroe and Trousdale, except as may be required by Applicable Law (including, for the avoidance of doubt, making disclosure of the Transactions or entry into this Agreement in order to avoid violating the federal securities laws).

(e) Dual Hat Provision. This Agreement applies to the Stockholder solely in its capacity as a stockholder of Monroe and does not apply to the actions, judgments or decisions of any of the Stockholder’s officers, directors, employees or affiliates (as defined in the Merger Agreement) in his or her capacity as a director or officer of Monroe (including for the avoidance of doubt, exercising his or her fiduciary duties).

(f) Waiver of Appraisal Rights. The Stockholder hereby consents to and approves the actions taken by the Monroe Board in approving the Transaction Agreements, the Merger and the other Transactions. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger unless this Agreement is terminated.

Section 4. Termination. This Agreement shall automatically terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) without the Stockholder’s written consent, any amendment of the Merger Agreement that reduces the Merger Consideration or changes the form of the Merger Consideration, (iv) the Outside Date, or (v) in the event that the Monroe Board withdraws or modifies its approval or recommendation of the Merger and/or the Merger Agreement in accordance with the Merger Agreement and, in connection therewith, approves or recommends a Superior Monroe Proposal, in accordance with the Merger Agreement. The termination of this Agreement shall not relieve the liability of either party for breach hereof prior to such termination.

Section 5. Additional Matters. The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Trousdale may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. Neither Trousdale nor any of its Affiliates shall acquire beneficial ownership of any shares of Monroe Capital Stock from and after the date hereof until the Closing.

Section 6. General Provisions.

(a) Most Favored Nation. Trousdale hereby agrees that in the event it enters into a voting agreement with another holder of Monroe Capital Stock that provides rights and benefits to such holder that are different than those of the Stockholder contained herein, Trousdale shall offer the Stockholder the opportunity to obtain the same rights and benefits provided for in such agreement, subject to the same terms and conditions set forth therein.

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(b) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(c) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Trousdale (and with a copy to Monroe) in accordance with Section 9.02 of the Merger Agreement and to the Stockholder at its address set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

(d) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(e) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect 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 determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 to the end that transactions contemplated hereby are fulfilled to the extent possible.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement shall become effective against Trousdale when one or more counterparts have been signed by Trousdale and delivered to the Stockholder. This Agreement shall become effective against the Stockholder when one or more counterparts have been executed by the Stockholder and delivered to Trousdale. Each party need not sign the same counterpart.

(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements, understandings and representations, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(h) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws principles of such State.

(i) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of

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law or otherwise, by Trousdale without the prior written consent of the Stockholder or by the Stockholder without the prior written consent of Trousdale, and any purported assignment without such consent shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(j) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the specific terms hereof or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware state court or in any Federal court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any Delaware state court or any Federal court located in the State of Delaware in the event any suit, action or proceeding arises out of or relating to this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any suit, action or proceeding arising out of or relating to this Agreement in any court other than any Delaware state court or any Federal court located in the State of Delaware and (d) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

SBEEG HOLDINGS, LLC
By	/s/ Sam Nazarian
	Name:	Sam Nazarian
	Title:	Chairman & Chief Executive Officer

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

[NAME OF STOCKHOLDER]
By	/s/ Michael E. Olshan
	Name:	Michael E. Olshan
	Title:	Manager

SCHEDULE A

Name and Address	Number and Type of Shares of Monroe Capital Stock
OTK Associates, LLC 200 E. Long Lake Road, Suite 300 Bloomfield Hills, Michigan 48304	4,500,000 shares of Monroe common stock

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EX-99.D.5

Exhibit (d)(5)

EXECUTION COPY

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).

WHEREAS, Morgans Hotel Group Co., a Delaware corporation (“Monroe”), Trousdale and Trousdale Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Trousdale (“Sub-S”), entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS the Stockholder owns the number of shares of Monroe Capital Stock set forth opposite its name on Schedule A hereto (such shares of Monroe Capital Stock, together with any other shares of capital stock of Monroe acquired by the Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Trousdale requested that the Stockholder enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Trousdale as follows:

(a) Authority; Execution and Deliver; Enforceability. The Stockholder has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. The Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Stockholder under, any organizational documents of the Stockholder, any provision of any Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound, or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

(b) The Subject Shares. The Stockholder is the beneficial owner of and has good and valid title to, the Subject Shares, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of Monroe other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

(c) Merger Agreement. The Stockholder understands and acknowledges that Trousdale is entering into, and causing Sub-S to enter into, the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Section 2. Representations and Warranties of Trousdale.

(a) Representations and Warranties of Trousdale. Trousdale hereby represents and warrants to the Stockholder as follows: Trousdale has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Trousdale of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Trousdale. Trousdale has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Trousdale, enforceable against Trousdale in accordance with its terms. The execution and delivery by Trousdale of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Trousdale under, any organizational documents of Trousdale, any provision of any Contract to which Trousdale is a party or by which any properties or assets of Trousdale are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Trousdale or the properties or assets of Trousdale. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Trousdale in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Trousdale under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Trousdale nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock.

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Section 3. Agreement to Vote; Other Covenants of the Stockholder. The Stockholder covenants and agrees as follows:

(a) Agreement to Vote.

(1) In Favor of Merger. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of the stockholders of Monroe called to seek the Monroe Stockholder Approval or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder (i) shall, if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (ii) shall vote (or cause to be voted) the Subject Shares in favor of granting the Monroe Stockholder Approval.

(2) Against Other Transactions. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of stockholders of Monroe or at any postponement or adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger, consolidation, combination or sale of substantially all of Monroe’s assets, or any reorganization, recapitalization, dissolution, liquidation or winding up of or by Monroe (other than the Merger Agreement and the Merger and other than in accordance with the Merger Agreement or the Transaction Agreements), (ii) any Monroe Takeover Proposal and (iii) any amendment of the Monroe Charter or the Monroe Bylaws or other proposal or transaction involving Monroe or any Monroe Subsidiary (other than in accordance with the Merger Agreement or the Transaction Agreements), which amendment or other proposal or transaction requires a Monroe stockholders’ vote and would in any manner be reasonably expected to (i) prevent (A) the performance by Monroe of its obligations under the Merger Agreement or any other Transaction Agreement or (B) the consummation of the Merger or any other Transaction or (ii) change in any manner the voting rights of any class of Monroe Capital Stock. The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

(3) Revoke Other Proxies. The Stockholder represents that any proxies heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

(4) IRREVOCABLE PROXY. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, the Stockholder hereby irrevocably grants to, and appoints, Trousdale, and any individual designated in writing by Trousdale, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3(a). The Stockholder understands and acknowledges that Trousdale is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this

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Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. For the avoidance of doubt, the Stockholder may vote the Subject Shares on all matters other than those set forth in this Section 3(a)(4). The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement.

(b) No Transfer. Other than pursuant to this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, other than Transfers to Affiliates, limited partners, members or immediate family members of the Stockholder, a trust established for the benefit of the Stockholder and/or for the benefit of one or more members of the Stockholder’s immediate family, or charitable organizations, or upon the death of the Stockholder (collectively, a “Transferee”), provided that, as a condition to such Transfer, such Transferee enters into a joinder to this Agreement in a form reasonably acceptable to Trousdale, which shall provide that such Transferee agrees to be bound by this Agreement and the terms, conditions and obligations hereof, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise (including pursuant to any loan of Subject Shares), with respect to any Subject Shares, or (iii) commit or agree to take any of the foregoing actions.

(c) No Solicitation. The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Monroe Takeover Proposal, (ii) enter into any agreement with respect to any Monroe Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Monroe Takeover Proposal. The Stockholder shall promptly and in no event later than forty-eight (48) hours advise Monroe and Trousdale orally and in writing of any Monroe Takeover Proposal or inquiry made to the Stockholder that could reasonably be expected to lead to any Monroe Takeover Proposal, and the identity of the person making any such Monroe Takeover Proposal or inquiry and the terms of any such Monroe Takeover Proposal or inquiry.

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(d) Commercially Reasonable Efforts. The Stockholder shall not take any action that causes or could reasonably be expected to cause any condition to consummation of the Merger and the other Transactions not to be satisfied. The Stockholder shall not issue any press release or make any other public statement with respect to any Transaction Agreement, the Merger or any other Transaction without the prior consent of Monroe and Trousdale, except as may be required by Applicable Law (including, for the avoidance of doubt, making disclosure of the Transactions or entry into this Agreement in order to avoid violating the federal securities laws).

(e) Dual Hat Provision. This Agreement applies to the Stockholder solely in its capacity as a stockholder of Monroe and does not apply to the actions, judgments or decisions of any of the Stockholder’s officers, directors, employees or affiliates (as defined in the Merger Agreement) in his or her capacity as a director or officer of Monroe (including for the avoidance of doubt, exercising his or her fiduciary duties).

(f) Waiver of Appraisal Rights. The Stockholder hereby consents to and approves the actions taken by the Monroe Board in approving the Transaction Agreements, the Merger and the other Transactions. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger unless this Agreement is terminated.

Section 4. Termination. This Agreement shall automatically terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) without the Stockholder’s written consent, any amendment of the Merger Agreement that reduces the Merger Consideration or changes the form of the Merger Consideration, (iv) the Outside Date, or (v) in the event that the Monroe Board withdraws or modifies its approval or recommendation of the Merger and/or the Merger Agreement in accordance with the Merger Agreement and, in connection therewith, approves or recommends a Superior Monroe Proposal, in accordance with the Merger Agreement. The termination of this Agreement shall not relieve the liability of either party for breach hereof prior to such termination.

Section 5. Additional Matters. The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Trousdale may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. Neither Trousdale nor any of its Affiliates shall acquire beneficial ownership of any shares of Monroe Capital Stock from and after the date hereof until the Closing.

Section 6. General Provisions.

(a) Most Favored Nation. Trousdale hereby agrees that in the event it enters into a voting agreement with another holder of Monroe Capital Stock that provides rights and benefits to such holder that are different than those of the Stockholder contained herein, Trousdale shall offer the Stockholder the opportunity to obtain the same rights and benefits provided for in such agreement, subject to the same terms and conditions set forth therein.

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(b) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(c) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Trousdale (and with a copy to Monroe) in accordance with Section 9.02 of the Merger Agreement and to the Stockholder at its address set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

(d) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(e) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect 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 determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 to the end that transactions contemplated hereby are fulfilled to the extent possible.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement shall become effective against Trousdale when one or more counterparts have been signed by Trousdale and delivered to the Stockholder. This Agreement shall become effective against the Stockholder when one or more counterparts have been executed by the Stockholder and delivered to Trousdale. Each party need not sign the same counterpart.

(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements, understandings and representations, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(h) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws principles of such State.

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(i) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by Trousdale without the prior written consent of the Stockholder or by the Stockholder without the prior written consent of Trousdale, and any purported assignment without such consent shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(j) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the specific terms hereof or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware state court or in any Federal court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any Delaware state court or any Federal court located in the State of Delaware in the event any suit, action or proceeding arises out of or relating to this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any suit, action or proceeding arising out of or relating to this Agreement in any court other than any Delaware state court or any Federal court located in the State of Delaware and (d) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

SBEEG HOLDINGS, LLC
By:	/s/ Sam Nazarian
	Name: Sam Nazarian
	Title: Chairman & Chief Executive Officer

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

PINE RIVER MASTER FUND LTD.
By Pine River Capital Management L.P., its investment manager
By	/s/ Tim O’Brien
	Name: Tim O’Brien
	Title: Authorized Person
PINE RIVER FIXED INCOME MASTER FUND LTD.
By Pine River Capital Management L.P., its investment manager
By	/s/ Tim O’Brien
	Name: Tim O’Brien
	Title: Authorized Person
PINE RIVER CONVERTIBLES MASTER FUND LTD.
By Pine River Capital Management L.P., its investment manager
By	/s/ Tim O’Brien
	Name: Tim O’Brien
	Title: Authorized Person

SCHEDULE A

Name and Address	Number and Type of Shares of Monroe Capital Stock
Pine River Master Fund Ltd. c/o Pine River Capital Management L.P. Attention: Legal Department 601 Carlson Parkway, 7th Floor Minnetonka, MN 55305	1,761,431 common shares
Pine River Fixed Income Master Fund Ltd. c/o Pine River Capital Management L.P. Attention: Legal Department 601 Carlson Parkway, 7th Floor Minnetonka, MN 55305	1,216,429 common shares
Pine River Convertibles Master Fund Ltd. c/o Pine River Capital Management L.P. Attention: Legal Department 601 Carlson Parkway, 7th Floor Minnetonka, MN 55305	161,808 common shares

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EX-99.D.6

Exhibit (d)(6)

EXECUTION COPY

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).

WHEREAS, Morgans Hotel Group Co., a Delaware corporation (“Monroe”), Trousdale and Trousdale Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Trousdale (“Sub-S”), entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS the Stockholder owns the number of shares of Monroe Capital Stock set forth opposite its name on Schedule A hereto (such shares of Monroe Capital Stock, together with any other shares of capital stock of Monroe acquired by the Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Trousdale requested that the Stockholder enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Trousdale as follows:

(a) Authority; Execution and Deliver; Enforceability. The Stockholder has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. The Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Stockholder under, any organizational documents of the Stockholder, any provision of any Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound, or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

(b) The Subject Shares. The Stockholder is the beneficial owner of and has good and valid title to, the Subject Shares, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of Monroe other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

(c) Merger Agreement. The Stockholder understands and acknowledges that Trousdale is entering into, and causing Sub-S to enter into, the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Section 2. Representations and Warranties of Trousdale.

(a) Representations and Warranties of Trousdale. Trousdale hereby represents and warrants to the Stockholder as follows: Trousdale has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Trousdale of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Trousdale. Trousdale has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Trousdale, enforceable against Trousdale in accordance with its terms. The execution and delivery by Trousdale of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Trousdale under, any organizational documents of Trousdale, any provision of any Contract to which Trousdale is a party or by which any properties or assets of Trousdale are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Trousdale or the properties or assets of Trousdale. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Trousdale in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Trousdale under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Trousdale nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock.

Section 3. Agreement to Vote; Other Covenants of the Stockholder. The Stockholder covenants and agrees as follows:

(a) Agreement to Vote.

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(1) In Favor of Merger. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of the stockholders of Monroe called to seek the Monroe Stockholder Approval or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder (i) shall, if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (ii) shall vote (or cause to be voted) the Subject Shares in favor of granting the Monroe Stockholder Approval.

(2) Against Other Transactions. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of stockholders of Monroe or at any postponement or adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger, consolidation, combination or sale of substantially all of Monroe’s assets, or any reorganization, recapitalization, dissolution, liquidation or winding up of or by Monroe (other than the Merger Agreement and the Merger and other than in accordance with the Merger Agreement or the Transaction Agreements), (ii) any Monroe Takeover Proposal and (iii) any amendment of the Monroe Charter or the Monroe Bylaws or other proposal or transaction involving Monroe or any Monroe Subsidiary (other than in accordance with the Merger Agreement or the Transaction Agreements), which amendment or other proposal or transaction requires a Monroe stockholders’ vote and would in any manner be reasonably expected to (i) prevent (A) the performance by Monroe of its obligations under the Merger Agreement or any other Transaction Agreement or (B) the consummation of the Merger or any other Transaction or (ii) change in any manner the voting rights of any class of Monroe Capital Stock. The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

(3) Revoke Other Proxies. The Stockholder represents that any proxies heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

(4) IRREVOCABLE PROXY. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, the Stockholder hereby irrevocably grants to, and appoints, Trousdale, and any individual designated in writing by Trousdale, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3(a). The Stockholder understands and acknowledges that Trousdale is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this

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Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. For the avoidance of doubt, the Stockholder may vote the Subject Shares on all matters other than those set forth in this Section 3(a)(4). The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement.

(b) No Transfer. Other than pursuant to this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, other than Transfers to Affiliates, limited partners, members or immediate family members of the Stockholder, a trust established for the benefit of the Stockholder and/or for the benefit of one or more members of the Stockholder’s immediate family, or charitable organizations, or upon the death of the Stockholder (collectively, a “Transferee”), provided that, as a condition to such Transfer, such Transferee enters into a joinder to this Agreement in a form reasonably acceptable to Trousdale, which shall provide that such Transferee agrees to be bound by this Agreement and the terms, conditions and obligations hereof, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise (including pursuant to any loan of Subject Shares), with respect to any Subject Shares, or (iii) commit or agree to take any of the foregoing actions.

(c) No Solicitation. The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Monroe Takeover Proposal, (ii) enter into any agreement with respect to any Monroe Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Monroe Takeover Proposal. The Stockholder shall promptly and in no event later than forty-eight (48) hours advise Monroe and Trousdale orally and in writing of any Monroe Takeover Proposal or inquiry made to the Stockholder that could reasonably be expected to lead to any Monroe Takeover Proposal, and the identity of the person making any such Monroe Takeover Proposal or inquiry and the terms of any such Monroe Takeover Proposal or inquiry.

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(d) Commercially Reasonable Efforts. The Stockholder shall not take any action that causes or could reasonably be expected to cause any condition to consummation of the Merger and the other Transactions not to be satisfied. The Stockholder shall not issue any press release or make any other public statement with respect to any Transaction Agreement, the Merger or any other Transaction without the prior consent of Monroe and Trousdale, except as may be required by Applicable Law (including, for the avoidance of doubt, making disclosure of the Transactions or entry into this Agreement in order to avoid violating the federal securities laws).

(e) Dual Hat Provision. This Agreement applies to the Stockholder solely in its capacity as a stockholder of Monroe and does not apply to the actions, judgments or decisions of any of the Stockholder’s officers, directors, employees or affiliates (as defined in the Merger Agreement) in his or her capacity as a director or officer of Monroe (including for the avoidance of doubt, exercising his or her fiduciary duties).

(f) Waiver of Appraisal Rights. The Stockholder hereby consents to and approves the actions taken by the Monroe Board in approving the Transaction Agreements, the Merger and the other Transactions. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger unless this Agreement is terminated.

Section 4. Termination. This Agreement shall automatically terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) without the Stockholder’s written consent, any amendment of the Merger Agreement that reduces the Merger Consideration or changes the form of the Merger Consideration, (iv) the Outside Date, or (v) in the event that the Monroe Board withdraws or modifies its approval or recommendation of the Merger and/or the Merger Agreement in accordance with the Merger Agreement and, in connection therewith, approves or recommends a Superior Monroe Proposal, in accordance with the Merger Agreement. The termination of this Agreement shall not relieve the liability of either party for breach hereof prior to such termination.

Section 5. Additional Matters. The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Trousdale may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. Neither Trousdale nor any of its Affiliates shall acquire beneficial ownership of any shares of Monroe Capital Stock from and after the date hereof until the Closing.

Section 6. General Provisions.

(a) Most Favored Nation. Trousdale hereby agrees that in the event it enters into a voting agreement with another holder of Monroe Capital Stock that provides rights and benefits to such holder that are different than those of the Stockholder contained herein, Trousdale shall offer the Stockholder the opportunity to obtain the same rights and benefits provided for in such agreement, subject to the same terms and conditions set forth therein.

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(b) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(c) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Trousdale (and with a copy to Monroe) in accordance with Section 9.02 of the Merger Agreement and to the Stockholder at its address set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

(d) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(e) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect 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 determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 to the end that transactions contemplated hereby are fulfilled to the extent possible.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement shall become effective against Trousdale when one or more counterparts have been signed by Trousdale and delivered to the Stockholder. This Agreement shall become effective against the Stockholder when one or more counterparts have been executed by the Stockholder and delivered to Trousdale. Each party need not sign the same counterpart.

(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements, understandings and representations, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(h) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws principles of such State.

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(i) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by Trousdale without the prior written consent of the Stockholder or by the Stockholder without the prior written consent of Trousdale, and any purported assignment without such consent shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(j) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the specific terms hereof or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware state court or in any Federal court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any Delaware state court or any Federal court located in the State of Delaware in the event any suit, action or proceeding arises out of or relating to this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any suit, action or proceeding arising out of or relating to this Agreement in any court other than any Delaware state court or any Federal court located in the State of Delaware and (d) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

SBEEG HOLDINGS, LLC
By	/s/ Sam Nazarian
	Name: Sam Nazarian Title: Chairman & Chief Executive Officer

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

ACCOMMODATIONS ACQUISITION CORP.
By	/s/ Marc N. Bell
	Name: Marc N. Bell Title: Vice President

SCHEDULE A

Name and Address	Number and Type of Shares of Monroe Capital Stock
Accommodations Acquisition Corp. 440 Biscayne Boulevard, 10th Floor Miami, FL 33137	2,459,788 shares of common stock

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EX-99.D.7

Exhibit (d)(7)

EXECUTION COPY

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).

WHEREAS, Morgans Hotel Group Co., a Delaware corporation (“Monroe”), Trousdale and Trousdale Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Trousdale (“Sub-S”), entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS the Stockholder owns the number of shares of Monroe Capital Stock set forth opposite its name on Schedule A hereto (such shares of Monroe Capital Stock, together with any other shares of capital stock of Monroe acquired by the Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Trousdale requested that the Stockholder enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Trousdale as follows:

(a) Authority; Execution and Deliver; Enforceability. The Stockholder has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. The Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Stockholder under, any organizational documents of the Stockholder, any provision of any Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound, or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may

be required in connection with this Agreement and the transactions contemplated hereby. The Stockholder owns 75,000 shares of Monroe Series A Preferred Securities and owns the Monroe Warrants to purchase 12,500,000 shares of Monroe Common Stock.

(b) The Subject Shares. The Stockholder is the beneficial owner of and has good and valid title to, the Subject Shares, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of Monroe other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

(c) Merger Agreement. The Stockholder understands and acknowledges that Trousdale is entering into, and causing Sub-S to enter into, the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Section 2. Representations and Warranties of Trousdale.

(a) Representations and Warranties of Trousdale. Trousdale hereby represents and warrants to the Stockholder as follows: Trousdale has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Trousdale of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Trousdale. Trousdale has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Trousdale, enforceable against Trousdale in accordance with its terms. The execution and delivery by Trousdale of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Trousdale under, any organizational documents of Trousdale, any provision of any Contract to which Trousdale is a party or by which any properties or assets of Trousdale are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Trousdale or the properties or assets of Trousdale. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Trousdale in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Trousdale under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Trousdale nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock.

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Section 3. Agreement to Vote; Other Covenants of the Stockholder. The Stockholder covenants and agrees as follows:

(a) Agreement to Vote.

(1) In Favor of Merger. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of the stockholders of Monroe called to seek the Monroe Stockholder Approval or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder (i) shall, if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (ii) shall vote (or cause to be voted) the Subject Shares in favor of granting the Monroe Stockholder Approval. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, Stockholder hereby consents and approves Monroe’s entry into, performance of and consummation of the Merger Agreement and with respect to any actions by Monroe that may be required for the purpose of complying with its obligations to consummate the transactions contemplated by the Merger Agreement, such consent and approval being given under Section 5.6(a) of that certain Securities Purchase Agreement, dated as of October 15, 2009, by and between Monroe, Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P. and under Section 8(c) of that certain Certificate of Designation of Monroe, dated as of October 15, 2009.

(2) Against Other Transactions. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, at any meeting of stockholders of Monroe or at any postponement or adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger, consolidation, combination or sale of substantially all of Monroe’s assets, or any reorganization, recapitalization, dissolution, liquidation or winding up of or by Monroe (other than the Merger Agreement and the Merger and other than in accordance with the Merger Agreement or the Transaction Agreements), (ii) any Monroe Takeover Proposal and (iii) any amendment of the Monroe Charter or the Monroe Bylaws or other proposal or transaction involving Monroe or any Monroe Subsidiary (other than in accordance with the Merger Agreement or the Transaction Agreements), which amendment or other proposal or transaction requires a Monroe stockholders’ vote and would in any manner be reasonably expected to (i) prevent (A) the performance by Monroe of its obligations under the Merger Agreement or any other Transaction Agreement or (B) the consummation of the Merger or any other Transaction or (ii) change in any manner the voting rights of any class of Monroe Capital Stock. The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

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(3) Revoke Other Proxies. The Stockholder represents that any proxies heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked.

(4) IRREVOCABLE PROXY. Subject to the representation made in the last sentence of Section 2 of this Agreement remaining true and accurate and the covenant made in the last sentence of Section 5 of this Agreement being performed in all respects, the Stockholder hereby irrevocably grants to, and appoints, Trousdale, and any individual designated in writing by Trousdale, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3(a). The Stockholder understands and acknowledges that Trousdale is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. For the avoidance of doubt, the Stockholder may vote the Subject Shares on all matters other than those set forth in this Section 3(a)(4). The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement.

(b) No Transfer. Other than pursuant to this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, other than Transfers to Affiliates, limited partners, members or immediate family members of the Stockholder, a trust established for the benefit of the Stockholder and/or for the benefit of one or more members of the Stockholder’s immediate family, or charitable organizations, or upon the death of the Stockholder (collectively, a “Transferee”), provided that, as a condition to such Transfer, such Transferee enters into a joinder to this Agreement in a form reasonably acceptable to Trousdale, which shall provide that such Transferee agrees to be bound by this Agreement and the terms, conditions and obligations hereof, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise (including pursuant to any loan of Subject Shares), with respect to any Subject Shares, or (iii) commit or agree to take any of the foregoing actions.

(c) No Solicitation. The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, (i) directly or indirectly solicit, initiate or

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knowingly encourage the submission of, any Monroe Takeover Proposal, (ii) enter into any agreement with respect to any Monroe Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Monroe Takeover Proposal. The Stockholder shall promptly and in no event later than forty-eight (48) hours advise Monroe and Trousdale orally and in writing of any Monroe Takeover Proposal or inquiry made to the Stockholder that could reasonably be expected to lead to any Monroe Takeover Proposal, and the identity of the person making any such Monroe Takeover Proposal or inquiry and the terms of any such Monroe Takeover Proposal or inquiry.    

(d) Commercially Reasonable Efforts. The Stockholder shall not take any action that causes or could reasonably be expected to cause any condition to consummation of the Merger and the other Transactions not to be satisfied. The Stockholder shall not issue any press release or make any other public statement with respect to any Transaction Agreement, the Merger or any other Transaction without the prior consent of Monroe and Trousdale, except as may be required by Applicable Law (including, for the avoidance of doubt, making disclosure of the Transactions or entry into this Agreement in order to avoid violating the federal securities laws). For the avoidance of doubt, nothing herein shall be deemed to require the Stockholder to consummate the Rollover Investment if the conditions in the Rollover Letter are not satisfied.

(e) Dual Hat Provision. This Agreement applies to the Stockholder solely in its capacity as a stockholder of Monroe and does not apply to the actions, judgments or decisions of any of the Stockholder’s officers, directors, employees or affiliates (as defined in the Merger Agreement) in his or her capacity as a director or officer of Monroe (including for the avoidance of doubt, exercising his or her fiduciary duties).

(f) Waiver of Appraisal Rights. The Stockholder hereby consents to and approves the actions taken by the Monroe Board in approving the Transaction Agreements, the Merger and the other Transactions. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger unless this Agreement is terminated.

Section 4. Termination. This Agreement shall automatically terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) without the Stockholder’s written consent, any amendment of the Merger Agreement that reduces the Merger Consideration or changes the form of the Merger Consideration, (iv) the Outside Date, or (v) in the event that the Monroe Board withdraws or modifies its approval or recommendation of the Merger and/or the Merger Agreement in accordance with the Merger Agreement and, in connection therewith, approves or recommends a Superior Monroe Proposal, in accordance with the Merger Agreement. The termination of this Agreement shall not relieve the liability of either party for breach hereof prior to such termination.

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Section 5. Additional Matters. The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Trousdale may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. Neither Trousdale nor any of its Affiliates shall acquire beneficial ownership of any shares of Monroe Capital Stock from and after the date hereof until the Closing.

Section 6. General Provisions.

(a) Most Favored Nation. Trousdale hereby agrees that in the event it enters into a voting agreement with another holder of Monroe Capital Stock that provides rights and benefits to such holder that are different than those of the Stockholder contained herein, Trousdale shall offer the Stockholder the opportunity to obtain the same rights and benefits provided for in such agreement, subject to the same terms and conditions set forth therein.

(b) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(c) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Trousdale (and with a copy to Monroe) in accordance with Section 9.02 of the Merger Agreement and to the Stockholder at its address set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

(d) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(e) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect 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 determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 to the end that transactions contemplated hereby are fulfilled to the extent possible.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement shall become effective against Trousdale when one or more counterparts have been signed by Trousdale and delivered to the Stockholder. This Agreement shall

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become effective against the Stockholder when one or more counterparts have been executed by the Stockholder and delivered to Trousdale. Each party need not sign the same counterpart.

(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements, understandings and representations, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(h) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws principles of such State.

(i) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by Trousdale without the prior written consent of the Stockholder or by the Stockholder without the prior written consent of Trousdale, and any purported assignment without such consent shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(j) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the specific terms hereof or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware state court or in any Federal court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any Delaware state court or any Federal court located in the State of Delaware in the event any suit, action or proceeding arises out of or relating to this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any suit, action or proceeding arising out of or relating to this Agreement in any court other than any Delaware state court or any Federal court located in the State of Delaware and (d) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

SBEEG HOLDINGS, LLC
By	/s/ Sam Nazarian
	Name:	Sam Nazarian
	Title:	Chairman & Chief Executive Officer

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

YUCAIPA HOSPITALITY INVESTMENTS, LLC
By	/s/ Robert P. Bermingham
	Name:	Robert P. Bermingham
	Title:	Vice President and Secretary

SCHEDULE A

Name and Address	Number and Type of Shares of Monroe Capital Stock
Yucaipa Hospitality Investments, LLC 9130 Sunset Blvd. Los Angeles, CA 90069	0 shares of Common Stock

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EX-99.D.9

Exhibit (d)(9)

Execution Version

CAIN HOY ENTERPRISES LP

350 Park Avenue, 14th Floor

New York, NY 10022

May 9, 2016

SBEEG HOLDINGS, LLC

2780 Holdings, LLC

Las Vegas, Nevada 89109

Ladies and Gentlemen:

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 letter agreement is being delivered to SBEEG in connection with the execution of the Merger Agreement. Capitalized terms used in this letter agreement and not defined herein shall have the respective meanings set forth in the Merger Agreement.

1. Commitment. On the terms and subject to the conditions of this letter agreement, the Investor hereby commits to purchase, or to cause one of its affiliates to purchase (which in no event shall relieve Investor from any of its obligations hereunder), at or prior to Closing, preferred stock of New Holdco, for an aggregate purchase price of $75.0 million, which preferred stock shall have the terms set forth on Exhibit A attached hereto (the “Commitment”), which amount shall be used by New Holdco solely for the purpose of allowing New Holdco to fund portion of the amounts payable by SBEEG at Closing pursuant to, and in accordance with, the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement, including related costs and expenses of SBEEG required pursuant thereto. As promptly as reasonably practical after the formation of New Holdco (but in any event prior to the Closing), SBEEG shall cause New Holdco to execute a joinder to this letter agreement (in a form reasonably acceptable to SBEEG and Investor) and deliver such executed joinder to SBEEG and Investor.

2. Conditions. The Investor’s obligations under this letter agreement to fund the Commitment and consummate the equity investment described in Section 1 above is subject to (i) the satisfaction, or waiver by SBEEG, Acquisition Sub and New Holdco (to the extent required by the Merger Agreement), each with Investor’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), on or before the Closing Date of all of the conditions to the obligations of Acquisition Sub, New Holdco and SBEEG to consummate the transactions contemplated by the Merger Agreement as set forth in Sections 7.01 and 7.03 therein (other than any condition precedent not satisfied due solely to the failure of the Investor to consummate the equity commitment contemplated hereby or, only in the event the Company is awarded, in accordance with Section 9.11 of the Merger Agreement,

specific performance against the Investor, due solely as a result of breach by SBEEG) and the satisfaction in full or valid waiver, on or before the Merger, of all conditions precedent to the funding of the debt financing and (ii) the substantially contemporaneous consummation of the Merger on the terms and subject to the conditions of the Merger Agreement. The Commitment shall be used, solely to the extent necessary to fund the payment due by SBEEG (or New Holdco) under Article II of the Merger Agreement, solely to the extent and when required to be paid by SBEEG (or New Holdco) in accordance with the terms and subject to the conditions set forth herein and therein and not for any other purpose whatsoever.

3. Confidentiality. This letter agreement is being provided to SBEEG (and upon the joinder hereto, New Holdco) and the Company solely in connection with the Merger Agreement. Each party hereto (and each other Person who receives a copy hereof as permitted pursuant hereto) shall keep strictly confidential this letter agreement and all information obtained by it with respect to the other parties in connection with this letter agreement, and will use such information solely in connection with the transactions contemplated hereby, or as required by law. Notwithstanding the foregoing, (i) any party hereto may disclose this letter agreement and its terms and conditions to any of such Person’s respective officers, directors, affiliates, employees, advisors, representatives or financing sources who are directly involved in the transactions contemplated by the Merger Agreement, and subject to such Person being made aware of the confidentiality provisions herein, (ii) the Investor and SBEEG may provide a copy of this letter agreement to the Company and (iii) SBEEG and the Company may disclose the existence of this letter agreement to the extent required by law, the applicable rules of any national securities exchange or in connection with any required regulatory filings relating to the transactions contemplated by the Merger Agreement (including, a summary description thereof in the documents filed or furnished by the Company with the U.S. Securities and Exchange Commission.

4. Limitation on Liability of Party Affiliates. Notwithstanding anything that may be expressed or implied in this letter agreement, each of SBEEG and, upon the joinder hereto, New Holdco by their respective acceptance of the benefits hereof unconditionally and irrevocably covenants, agrees and acknowledges that no (a) direct or indirect holder of any equity interests or securities of the Investor (whether such holder is a limited or general partner, member, stockholder or otherwise), (b) affiliate of the Investor (provided that, for the avoidance of doubt, neither SBEEG, New Holdco, or any of their subsidiaries shall be deemed an affiliate of the Investor for purposes of this paragraph), or (c) director, officer, employee, representative or agent of the Investor, any of such party’s respective affiliates or any such direct or indirect holder of any equity interests or securities of any such party (collectively, the “Party Affiliates”), other than the Investor, (and then only to the extent expressly set forth herein), shall have any liability or obligation of any nature whatsoever in connection with or under this letter agreement or the transactions contemplated hereby, and each party hereto waives and releases all claims against such Party Affiliates related to or for any such liability or obligation. Without limiting the foregoing, SBEEG and, upon the joinder hereto, New Holdco, acknowledge and agree that no person other than the Investor has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, any Party Affiliate of the Investor, through New Holdco, SBEEG, Acquisition Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of New Holdco or SBEEG against any Party Affiliate of the Investor, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, or otherwise.

5. Third Party Beneficiaries. Nothing in this letter agreement, express or implied, is intended to confer upon any person (including, without limitation, any shareholder or other equityholder

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of the Company) other than SBEEG, the Investor and New Holdco any right, benefit, or remedy under or by reason of this letter or to confer upon any person any right, benefit or remedy against any person other than the undersigned under or by reason of this letter agreement. Notwithstanding the foregoing, (i) the Investor acknowledges that the Company may rely on this letter agreement as an express third-party beneficiary hereof solely in the event that the Company is awarded, in accordance with and subject to Section 9.11 of the Merger Agreement, specific performance of SBEEG’s obligation to cause the equity financing to be funded and (ii) neither the Company nor any of its Affiliates shall have any other rights or remedies hereunder.

6. Amendments; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of each party to this letter agreement; provided, however, that any amendment or modification that would have a material adverse effect on the Company shall require the prior written consent of the Company. This letter agreement and the Merger Agreement constitute the sole agreement, and supersede all prior agreements, understandings and statements, written or oral, between or among the Investor, New Holdco, SBEEG or any of their respective Party Affiliates and any other Person with respect to the subject matter hereof.

7. Termination. This letter agreement, including the obligation of the Investor to fund the Commitment, will terminate automatically and immediately and cease to be of any further force or effect upon the earlier of (i) the Effective Time (as defined in the Merger Agreement), (ii) the termination of the Merger Agreement in accordance with its terms (provided, that for the avoidance of doubt, any purported termination of the Merger Agreement that is not a valid termination shall not give rise to a termination of this letter agreement pursuant to this Section 7) and (iii) the “Outside Date” (as defined in the Merger Agreement as in effect on the date hereof) if the Closing Date shall not have occurred by such time, unless each of us shall, in our discretion, agree to an extension. Without limiting any of the Company’s rights against SBEEG under the Merger Agreement, in the event that the Company, directly or indirectly, institutes any proceeding or makes any claim against the Investor or any of its Party Affiliates in connection with the Merger Agreement (other than (i) any claim by the Company or any of its affiliates under Section 5 hereof or (ii) any derivative proceeding initiated by any stockholder of the Company in connection with this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby), this letter agreement, or any of the transactions contemplated hereby, then (x) the obligations and liabilities of the Investor under this letter agreement shall terminate ab initio and be null and void, and (y) none of the Investor or any of its Party Affiliates shall have any liability to the Company or any of its affiliates under this letter agreement.

8. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This letter agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, and agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on

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the judgment or in any other manner provided by law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS LETTER AGREEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER.

9. Counterparts. This letter agreement may be executed in one or more counterparts, including via facsimile or electronic transmission.

10. Representations and Warranties. The Investor hereby represents and warrants that (i) it has the financial capacity to fulfill its Commitment under this letter agreement, and that all funds necessary for the Investor to fulfill its Commitment under this letter agreement shall be available to the Investor for so long as this letter agreement shall remain in effect in accordance with Section 7 hereof; (ii) it has the requisite power and authority to enter into and deliver this letter agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance of this letter agreement by the Investor has been duly and validly authorized and approved by all necessary organizational action by it; (iv) this letter agreement has been duly and validly executed and delivered by the Investor and constitutes the valid and binding agreement of the Investor, enforceable against such Investor in accordance with its terms except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors’ rights and subject to general principles of equity; and (v) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by the Investor have been obtained or made, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement.

*    *    *    *    *    

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Very truly yours,
CAIN HOY ENTERPRISES LP
By:	/s/ Jonathan Goldstein
Name:	Jonathan Goldstein
Title:	Chief Executive Officer

[Signature Page to Equity Commitment Letter]

Accepted and agreed as of
the date first above written:
SBEEG HOLDINGS, LLC
By:	/s/ Sam Nazarian
	Name:	Sam Nazarian
	Title:	Chairman & Chief Executive Officer

[Signature Page to Equity Commitment Letter]

EXHIBIT A

Preferred Equity

Summary of Terms

• Equal amounts of preferred equity in New Holdco to be issued to Investor (or its affiliate) and Yucaipa, in exchange for a cash contribution of $75 million from Investor (or its affiliate) and a portion of Yucaipa’s Series A Preferred Stock, warrants and accrued interest in Morgans (with the remaining portion of Yucaipa’s interest being exchanged for 25% of the common equity of New Holdco).

• All preferred equity held by Investor (or its affiliate) and Yucaipa shall bear interest at a rate of 12% PIK toggle for a period of 4 years following the closing of the Merger. Following such 4 year period, the interest rate on the preferred equity will increase by 1% PIK toggle to an interest rate of 13% PIK toggle.

• On the fourth anniversary of the closing of the Merger, Yucaipa can elect to convert all of its preferred equity (including accrued interest) into common equity of New Holdco at a 25% premium to the then fair market value of the common equity of New Holdco. Such option will terminate immediately if not exercised on the fourth anniversary of the closing of the Merger.

• All preferred equity (other than preferred equity converted to common equity by Yucaipa) to be mandatorily redeemable in 5 years or earlier upon certain liquidation events.

• New Holdco shall have the right to redeem the preferred equity at any time.

EX-99.D.10

Exhibit (d)(10)

Security Benefit Corporation

One Security Benefit Place

Topeka, KS 66636

May 9, 2016

Cain Hoy Enterprises LP

350 Park Avenue, 14th Floor

New York, NY 10022

Re: Guaranty of Commitment

Ladies and Gentlemen:

Reference is hereby made to that certain letter agreement (the “Equity Commitment Letter”), dated as of the date hereof, by and between Cain Hoy Enterprises LP (“Cain Hoy”) and SBEEG Holdings, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Equity Commitment Letter.

Pursuant to the Equity Commitment Letter, Cain Hoy has, subject to the terms and conditions therein, committed to purchase, or to cause one of its affiliates to purchase, at or prior to Closing, preferred stock of New Holdco, for an aggregate purchase price of $75,000,000.

On the terms and subject to the conditions of this letter agreement, Security Benefit Corporation (“SBC”) guarantees the Commitment (the “Guarantee”). The obligation to provide the Guarantee terminates on the date the Commitment terminates in accordance with the terms of the Equity Commitment Letter.

SBC’s obligation to fund the Guarantee is subject to the satisfaction, or waiver of each of the conditions set forth in the Equity Commitment Letter. Cain Hoy agrees that, without the prior consent of SBC, it shall not waive any of the conditions set forth in the Equity Commitment Letter.

If you are in agreement with the foregoing, please affix your signature below.

Very truly yours,
Security Benefit Corporation
By:	/s/ Michael Kiley
Name:	Michael Kiley
Title:	CEO

Accepted and Agreed:
Cain Hoy Enterprises LP
By:	/s/ Jonathan Goldstein
Name:	Jonathan Goldstein
Title:	Chief Executive Officer