MASTER TRANSACTION AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES LLC, MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, VICI PROPERTIES INC., VICI PROPERTIES OP LLC, VICI PROPERTIES L.P., VENUS SUB LLC AND MGM RESORTS INTERNATIONAL DATED AS OF AUGUST 4, 2021Master Transaction Agreement • August 5th, 2021 • MGM Growth Properties Operating Partnership LP • Real estate investment trusts • Delaware
THIS MASTER TRANSACTION AGREEMENT, dated as of August 4, 2021 (this “Agreement” ), is by and among MGM GROWTH PROPERTIES LLC, a Delaware limited liability company (the “Company”), MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Company LP”), VICI PROPERTIES INC., a Maryland corporation (“Parent”), VENUS SUB LLC, a Delaware limited liability company (“REIT Merger Sub”), VICI PROPERTIES L.P., a Delaware limited partnership (“Parent OP”), VICI PROPERTIES OP LLC, a Delaware limited liability company (“New Parent OP”), and MGM RESORTS INTERNATIONAL, a Delaware corporation (“Mercury”). Each of the Company, the Company LP, Parent, REIT Merger Sub, Parent OP, New Parent OP and Mercury is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article I.
