Common use of Issuance of Award Clause in Contracts

Issuance of Award. In consideration of Participant’s agreement to provide services to or for the benefit of the Company and its Subsidiaries, effective as of the Effective Date, the Company hereby (a) issues to Participant an Award which represents 100,000 Class C Units of the Company (the “Award”), and (b) if not already a Member, admits Participant as a Member of the Company, in consideration of Participant’s agreement to provide services to the Company and its Subsidiaries on the terms and conditions set forth herein, in the Hard Rock Hotel Holdings, LLC 2008 Profits Interest Award Plan (as amended, modified or supplemented from time to time, the “Plan”) and in the Second Amended and Restated Limited Liability Company Agreement of Hard Rock Hotel Holdings, LLC, dated as of May 30, 2008, as amended on August 1, 2008, and as further amended, modified or supplemented from time to time (the “LLC Agreement”), and upon execution of a Form of Joinder to the LLC Agreement, in the form attached hereto as Exhibit B. The Company and Participant acknowledge and agree that the Class C Units are hereby issued to Participant for the performance of services to or for the benefit of the Company and its Subsidiaries in his or her capacity as a Member or in anticipation of Participant becoming a Member. Participant acknowledges that the Company from time to time may issue or cancel (or otherwise modify) Class C Units in accordance with the terms of the Plan or LLC Agreement. Participant further acknowledges that this agreement and the LLC Agreement substantially restrict the Transfer of Class C Units, and provide for drag along rights, cancellation provisions and other provisions that impact ownership of the Class C Units.

Issuance of Award. In consideration of Participant’s agreement to provide services to or for the benefit of the Company and its Subsidiaries, effective as of the Effective Date, the Company hereby (a) issues to Participant an Award which represents 100,000 Class C Units of the Company (the “Award”), and (b) if not already a Member, admits Participant as a Member of the Company, in consideration of Participant’s agreement to provide services to the Company and its Subsidiaries on the terms and conditions set forth herein, in the Hard Rock Hotel Holdings, LLC 2008 Profits Interest Award Plan (as amended, modified or supplemented from time to time, the “Plan”) and in the Second Amended and Restated Limited Liability Company Agreement of Hard Rock Hotel Holdings, LLC, dated as of May 30, 2008, as amended on August 1, 2008, and as further amended, modified or supplemented from time to time (the “LLC Agreement”), and upon execution of a Form of Joinder to the LLC Agreement, in the form attached hereto as Exhibit B. The Company and Participant acknowledge and agree that the Class C Units are hereby issued to Participant for the performance of services to or for the benefit of the Company and its Subsidiaries in his or her capacity as a Member or in anticipation of Participant becoming a Member. Participant acknowledges that the Company from time to time may issue or cancel (or otherwise modify) Class C Units in accordance with the terms of the Plan or LLC Agreement. Participant further acknowledges that this agreement and the LLC Agreement substantially restrict the Transfer of Class C Units, and provide for drag along rights, cancellation provisions and other provisions that impact ownership of the Class C Units.