EXCHANGE AGREEMENTExchange Agreement • May 2nd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of April 28, 2016 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), among Red Rock Resorts, Inc., a Delaware corporation (the “Corporation”), Station Holdco LLC, a Delaware limited liability company (the “Company”), and the Company Unitholders (as defined herein).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 2nd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 28, 2016 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), among Red Rock Resorts, Inc., a Delaware corporation (the “Corporation”), Station Holdco LLC, a Delaware limited liability company (the “Company”), and each of the undersigned parties hereto identified as “ Members.” Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STATION HOLDCO LLCLimited Liability Company Agreement • May 2nd, 2016 • Red Rock Resorts, Inc. • Hotels & motels • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STATION HOLDCO LLC (the “Company”), dated as of April 28, 2016, is adopted, executed and agreed to, for good and valuable consideration, by and among the members listed on the Schedule of Members (as defined below), and shall be effective as of the Effective Time (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
