Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunder.

EXECUTION VERSION. Amount would exceed The undersigned understands that the PostCompany Parties and the Underwriters are relying upon this Lock-Effective LimitUp Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company Parties and the Underwriters. If the Designated Representative grants any discretionary waiver, release or termination of any of the restrictions (each, a “Lock-Up Waiver”) applicable to any party subject to a lock-up agreement, other than the Company (each, a “Lock-Up Party”) then a substantively identical Lock-Up Waiver shall be deemed to apply to the undersigned’s Locked-Up Shares on a pro rata basis based on the portion of the Lock-Up Parties’ Locked-Up Shares that were granted the Lock-Up Waiver; provided that such pro rata waiver, release or termination shall be in the same manner and on the same terms (including with respect to any conditions or provisos that apply to such waiver or termination) from such restriction. * * * Upon the earlier of (i) the Company notifying you in writing that it does not intend to proceed with the Public Offering, (ii) the Dealer Group would directly or indirectly so beneficially own in excess withdrawal of the Threshold Number of Sharesregistration statement filed with the Commission with respect to the Public Offering, (iii) Dealer would directly or indirectly hold in excess the termination of the Exchange LimitUnderwriting Agreement for any reason prior to the Closing Date (as defined in the Underwriting Agreement), or and (iv) such delivery would result the occurrence of an IPO Cut-off Date (as defined in a violation the Implementation Agreement, dated as of September 6, 2018, by and among the Company, MCE Cotai Investments Limited, Melco Resorts & Entertainment Limited and New Cotai, LLC), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, EXECUTION VERSION FORM OF WAIVER OF LOCK-UP _____________, 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Studio City International Holdings Limited (the “Company”) of ordinary shares $ par value, of the Counterparty Stock Ownership RestrictionCompany and the lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to Class A ordinary shares (the “Shares”). If any delivery owed [•] hereby agrees to Dealer hereunder [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Very truly yours, [•] Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto By: Name: Title: cc: Company EXECUTION VERSION FORM OF PRESS RELEASE Studio City International Holdings Limited [Date] Studio City International Holdings Limited (the “Company”) announced today that Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. International plc, the underwriters in the Company’s public sale of American Depositary Shares representing Class A ordinary shares is [waiving][releasing] a lock-up restriction with respect to ordinary shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not made, an offer for sale of the securities in whole the United States or in partany other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. EXECUTION VERSION EXHIBIT B STUDIO CITY INTERNATIONAL HOLDINGS LIMITED Officers’ Certificate [•], 2018 The undersigned, [INSERT NAME], [INSERT POSITION] of Studio City International Holdings Limited, a result Cayman Islands corporation (the “Company”), does hereby certify pursuant to Section 7(k) of this provisionthat certain Underwriting Agreement dated October 17, Counterparty’s obligation to make such delivery shall not be extinguished 2018 (the “Underwriting Agreement”) among the Company, MSC Cotai Limited (together with the Company, the “Company Parties”) and Counterparty shall make such delivery Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. International plc, as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess representatives of the Threshold Number of Sharesseveral underwriters named therein, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunder.:

EXECUTION VERSION. Amount would exceed other findings that may negatively impact the Post-Effective Limitbusiness, (ii) the Dealer Group would directly reputation or indirectly so beneficially own in excess prospects of the Threshold Number of SharesIndemnified Party or could otherwise adversely affect the Indemnified Party and the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, (iii) Dealer would directly or indirectly hold in excess no settlement shall be effected without the advance written consent of the Exchange Limit, or Indemnified Person (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery which consent shall not be extinguished unreasonably withheld). The Indemnified Person shall be entitled to participate at its own expense and Counterparty by its own counsel in any Proceedings relating to any Third-Party Claim, and the Indemnified Person shall make be entitled to assume the defense of such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) claim with counsel of its own choice at the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess expense of the Threshold Number Indemnifying Person if representation by both parties by the same counsel presents a conflict of Sharesinterest or is otherwise inappropriate under applicable standards of professional conduct. The Indemnifying Person shall, within thirty (iii30) Dealer would not directly or indirectly hold in excess days of receipt of the Exchange LimitIndemnification Notice, notify the Indemnified Person of its intention to assume the defense of any such claim. Until the Indemnified Person has received notice of the Indemnifying Person’s election whether to defend any such claim, the Indemnified Person shall take reasonable steps to defend (but not settle or compromise) such claim. If the Indemnifying Person shall decline to assume the defense of any such claim, or shall fail to notify the Indemnified Person within thirty (iv30) such delivery would not result in a violation days after receipt of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result Indemnification Notice of the immediately preceding paragraphIndemnifying Person’s election to defend such claim, Dealer the Indemnified Person shall defend such claim. The expenses of all proceedings, contests or lawsuits in respect of any such claims (other than those incurred by the Indemnified Person which are referred to in the first clause of the third sentence of this Section 6.10) shall be permitted borne by the Indemnifying Person but only if the Indemnifying Person is responsible pursuant hereto to make any payment due indemnify the Indemnified Person in respect of such Shares to Counterparty in two or more tranches that correspond in amount claim and, if applicable, only to the number extent required by ARTICLE 6. Regardless of Shares delivered by Counterparty to Dealer pursuant to which party shall assume the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” defense of such positionsclaim, the parties agree to cooperate fully with one another in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunderconnection therewith.

EXECUTION VERSION. Amount would exceed The undersigned further agrees that, for the PostLock-Effective LimitUp Period, (ii) the Dealer Group would directly or indirectly so beneficially own in excess undersigned will not, without the prior written consent of the Threshold Number of SharesDesignated Representative, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limitmake any demand for, or (iv) exercise any right with respect to, the registration of ADS or any securities convertible into or exercisable or exchangeable for Offered ADS, or warrants or other rights to purchase ADS or any such delivery securities that would result in a violation public filing under the Exchange Act or the Securities Act during the Lock-Up Period. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to the Offered ADS or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to the Offered ADS or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities, in each case, except in compliance with the foregoing restrictions. If the undersigned is an officer or director of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such deliveryCompany, (i) the Share Amount would not exceed Underwriters agree that, at least five business days before the Post-Effective Limiteffective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Offered ADSs, the Designated Representative will notify the Company of the impending release or waiver, and (ii) the Dealer Group would not directly Company agrees in the Underwriting Agreement to announce the impending release or indirectly so beneficially own in excess waiver by press release through a major news service at least two business days before the effective date of the Threshold Number release or waiver. Any release or waiver granted by the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of Shares, such press release. The provisions of this paragraph will not apply if (iiia) Dealer would the release or waiver is effected solely to permit a transfer not directly or indirectly hold for consideration and (b) the transferee has agreed in excess writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereundertransfer.