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.

Issuance of Award. In consideration of Participant’s agreement to provide services to or for the benefit of the Company and its Subsidiaries, (the “Employer”), effective as of the Effective Grant Date, the Company hereby (a) issues to Participant an Award which represents 100,000 «Number_of_Units» Class C Incentive Units of the Company and Employee Units under the Plan (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 Incentive Units are hereby issued to Participant for the performance of services to or for the benefit of the Company and its Subsidiaries Employer 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 Incentive Units in accordance with the terms of the Plan or LLC Agreement. Participant further acknowledges that this agreement Agreement and the LLC Agreement substantially restrict the Transfer of Class C Units, Incentive Units and provide for drag along rights, cancellation provisions and other provisions that impact ownership of the Class C Incentive Units.

Issuance of Award. In Pursuant to the Plan, in consideration of the Participant’s agreement to provide services to or for the benefit of the Company and its Subsidiaries, effective as of the Effective DatePartnership, the Company Partnership hereby (a) issues to the Participant an Award which represents 100,000 Class C award of LTIP Units of the Company (the “Award”), ) and (b) if not already a MemberPartner, admits the Participant as a Member Partner of the Company, in consideration of Participant’s agreement to provide services to the Company and its Subsidiaries Partnership 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 Partnership Agreement. The Partnership 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 LTIP Units are hereby issued to the Participant for the performance of services to or for the benefit of the Company and its Subsidiaries Partnership in his or her capacity as a Member Partner or in anticipation of the Participant becoming a MemberPartner. Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of, and bound by the Partnership Agreement. At the request of the Partnership, the Participant shall execute the Partnership Agreement or a joinder or counterpart signature page thereto. The Participant acknowledges that the Company Partnership may from time to time may issue or cancel (or otherwise modify) Class C LTIP Units in accordance with the terms of the Plan or LLC Partnership Agreement. The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement. [In addition, in consideration of and as a condition to the Participant’s receipt of the Award, the Participant further hereby acknowledges and agrees that this agreement all of the Participant’s unvested LMEP Awards have been and hereby are cancelled and terminated and the LLC Agreement substantially restrict Participant shall have no further right, claim, entitlement or interest therein. Further, the Transfer of Class C UnitsParticipant fully and irrevocably releases, waives, and provide for drag along rightsdischarges the Company and its Affiliates, cancellation provisions and other provisions that impact ownership each of the Class C UnitsLLH MGMT Profits, LLC and LLH MGMT Profits II, LLC (each of whom is intended to be and shall be an intended third-party beneficiary hereof), from any and all claims, obligations and liabilities with respect to such unvested LMEP Awards.]2 1 Note to Draft: Bracketed language to be included in agreements issued as LMEP replacements awards.