0000950123-18-006836 Sample Contracts

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PARTICIPATION AGREEMENT
Participation Agreement • July 17th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated [●], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the “Company”), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

IMPLEMENTATION AGREEMENT
Implementation Agreement • July 17th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels

This IMPLEMENTATION AGREEMENT executed as a deed (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [•], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company incorporated in the British Virgin Islands with limited liability (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability in the Cayman Islands, the “Company”), MCE Cotai Investments Limited, an exempted company incorporated in the Cayman Islands with limited liability (“MCE Cotai”), Melco Resorts & Entertainment Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Melco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”).

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