0001047469-15-006100 Sample Contracts

FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan

Director Restricted Stock Unit Award Agreement • July 14th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • Nevada

• Contract Type
  Director Restricted Stock Unit Award Agreement
• Filed
  July 14th, 2015
• Company
  Eldorado Resorts, Inc.
• Industry
  Hotels & motels
• Jurisdiction
  Nevada

This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 20[ ] between Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan

Performance Stock Unit Award Agreement • July 14th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • Nevada

• Contract Type
  Performance Stock Unit Award Agreement
• Filed
  July 14th, 2015
• Company
  Eldorado Resorts, Inc.
• Industry
  Hotels & motels
• Jurisdiction
  Nevada

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 20[ ] between Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

PURCHASE AND SALE AGREEMENT DATED AS OF JULY 7, 2015 BY AND BETWEEN CIRCUS CIRCUS CASINOS, INC. AND GALLEON, INC., AS SELLERS, AND ELDORADO LIMITED LIABILITY COMPANY AND CC-RENO LLC, AS BUYERS

Purchase and Sale Agreement • July 14th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • Nevada

• Contract Type
  Purchase and Sale Agreement
• Filed
  July 14th, 2015
• Company
  Eldorado Resorts, Inc.
• Industry
  Hotels & motels
• Jurisdiction
  Nevada

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2015 (the “Effective Date”), by and among ELDORADO LIMITED LIABILITY COMPANY, a Nevada limited liability company (“ELLC”), CC-RENO LLC, a Nevada limited liability company (“CC Buyer” and, together with ELLC, “Buyers”), and CIRCUS CIRCUS CASINOS, INC., a Nevada corporation (“CCI”), and GALLEON, INC., a Nevada corporation (“Galleon” and, together with CCI, “Sellers”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 13.1.