Form of MGM Growth Properties LLC (a Delaware limited liability company) [●] Class A Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
MGM Growth Properties LLC, a Delaware limited liability company (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C.,are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of class A common shares of the Company (“Class A Common Shares”) set forth in Schedule A hereto (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not
