0001193125-16-534556 Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLC
Limited Liability Company Agreement • April 8th, 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.

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MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT (MGM EMPLOYEES)
Restricted Share Units Agreement • April 8th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada

This Restricted Share Units Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●].

MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT (MGM DIRECTORS)
Restricted Share Units Agreement • April 8th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada

This Restricted Share Units Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●].

FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP Dated as of , 2016
MGM Growth Properties LLC • April 8th, 2016 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [●], 2016, is entered into by and among MGM Growth Properties OP GP LLC, a Delaware limited liability company as the General Partner, MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), and the other Persons listed as Limited Partners on Exhibit A attached hereto, together with MGP, as Limited Partners (together with any other Persons who become Partners in the Partnership as provided herein).

MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT
Share Units Agreement • April 8th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada

This Restricted Share Units Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●].

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