FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLCLimited Liability Company Agreement • March 22nd, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLC, dated as of [●], 2016 is executed and agreed to by MGM Resorts International, a Delaware corporation (the “Initial Member”), as the sole member of the Company as of the date hereof, together with any other Persons who become Members of the Company or parties hereto as provided herein.
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES LLC, MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, AND THE INVESTORS PARTY HERETO Dated [●], 2016Registration Rights Agreement • March 22nd, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [●], 2016, by and among MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), certain wholly-owned subsidiaries of MGM Resorts International, a Delaware corporation (“MGM”), listed as “Holders” on the signatures pages hereto (each, a “Holder” and collectively, the “Holders”), the Permitted Transferees (as defined below) that become party hereto in accordance with this Agreement (the Holders and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Partnership”).
FORM OF MASTER CONTRIBUTION AGREEMENT BY AND AMONG MGM RESORTS INTERNATIONAL, MGM GROWTH PROPERTIES LLC AND MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP Dated [●], 2016Master Contribution Agreement • March 22nd, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This MASTER CONTRIBUTION AGREEMENT, dated as of [●], 2016 (this “Agreement”), is by and among MGM Resorts International, a Delaware corporation (“MGM”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “OP”). Certain terms used in this Agreement are defined in Section 1.1.
FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 22nd, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is between MGM Resorts International, a Delaware corporation (“Licensor”) and MGM Growth Properties LLC, a Delaware limited liability company (“Licensee”).
