EX-4.32





 Exhibit 4.32 

Contract Register No. 201908052 

NetDoc ID 3465-1470-4397         

 

			
		 	CLAYTON UTZ

  

Amendment deed - Share sale 
 agreement 

CPH Crown Holdings Pty Limited ACN 603 296 804 

Seller 
 Melco Resorts &
Entertainment Limited 
 Buyer 

Clayton Utz 
 Lawyers 

Level 15 1 Bligh Street 

Sydney NSW 2000 
 GPO Box 9806

 Sydney NSW 2001 
  

			
	 Tel
	  	+61 2 9353 4000
		
	 Fax
	  	+61 2 8220 6700

 www.claytonutz.com 

Our reference 13515/20368/80206482 













			
		 	CLAYTON UTZ

  

Contents 
  

							
	 1.
	  	 Definitions and interpretation
	  	 1

				
		  	 1.1
	  	 Definitions
	  	 1

		  	 1.2
	  	 Interpretations
	  	 1

			
	 2.
	  	 Amendment
	  	 1

			
	 3.
	  	 Validity, rights and obligations
	  	 1

				
		  	 3.1
	  	 Affect
	  	 1

		  	 3.2
	  	 Confirmation
	  	 2

		  	 3.3
	  	 Acknowledgement
	  	 2

			
	 4.
	  	 General
	  	 2

				
		  	 4.1
	  	 Operating provisions
	  	 2

		  	 4.2
	  	 Counterparts
	  	 2

		  	 4.3
	  	 Costs
	  	 2

		  	 4.4
	  	 Further Acts
	  	 2

		  	 4.5
	  	 Severance
	  	 2

		  	 4.6
	  	 No representation or reliance
	  	 2

		
	 Schedule 1 Amended Share Sale Agreement
	  	 5


  
  

Amendment deed - Share sale agreement 













			
		 	CLAYTON UTZ

  

Amendment deed - Share sale agreement 
  

 
  

	Date	 28 August 2019 



 

	Parties	 CPH Crown Holdings Pty Limited ACN 603 296 804 of ‘Liberty Place’, Level 39, 161
Castlereagh Street Sydney NSW 2000 (Seller) 


  

	    	 Melco Resorts & Entertainment Limited of c/o Intertrust Corporate Services
(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (Buyer) 


 Background

  

	A.	 The Buyer and the Seller wish to amend the Share Sale Agreement to incorporate amendments to the terms and
conditions of Second Tranche Completion. 


  

	B.	 The Buyer and the Seller have agreed to amend the Share Sale Agreement on the terms and conditions set out
in this deed. 


 Operative provisions 
  

 
  

	1.	 Definitions and interpretation 



 

	1.1	 Definitions 



In this deed: 

Amended Share Sale Agreement means the amended version of the Share Sale Agreement set out in Schedule 1. 

Share Sale Agreement means the share sale agreement between the Buyer and the Seller dated 30 May 2019. 

 

	1.2	 Interpretations 



Capitalised terms not otherwise defined in this deed have the meaning given to them in the Amended Share Sale Agreement. 

 
  
  

	2.	 Amendment 



The parties agree that, on and from the date of this deed, the Share Sale Agreement is amended in the manner set out in
Schedule 1. 
  
  

 

	3.	 Validity, rights and obligations 



 

	3.1	 Affect 


  

	 	(a)	 The amendment of the Share Sale Agreement does not affect its validity or enforceability as amended.



  

	 	(b)	 Except as provided in the Amended Share Sale Agreement, nothing in this deed: 



 

	 	(i)	 prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Share
Sale Agreement before the date of this deed; or 


  

	 	(ii)	 discharges, releases or otherwise affects any other liability or obligation arising under the Share Sale
Agreement before the date of this deed. 


  

	 	(c)	 Except as expressly amended by this deed, no changes to the Share Sale Agreement are to be inferred or
implied, and in all other respects the Share Sale Agreement remains in full force and effect. 


  

 
 Amendment deed - Share sale agreement














			
		 	CLAYTON UTZ

  

	3.2	 Confirmation 



Each party is bound by the Share Sale Agreement as amended by the Amended Share Sale Agreement. 

 

	3.3	 Acknowledgement 



Each party acknowledges that this deed is issued in accordance with the Share Sale Agreement. 

 
  
  

	4.	 General 


  

	4.1	 Operating provisions 



Clauses 1.2 (Interpretation), 7 (Confidentiality), 9 (Notices), 10 (Entire agreement) and 12 (Governing law and jurisdiction)
of the Amended Share Sale Agreement apply to this deed as if set out in full in this deed. 
  

	4.2	 Counterparts 



This deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart
constitutes an original of this deed, and all together constitute one deed. 
  

	4.3	 Costs 



Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with negotiating,
preparing, executing and performing this deed and the Amended Share Sale Agreement. 
  

	4.4	 Further Acts 



Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that party) required by law or reasonably requested by another party to give effect to this deed and the Amended Share Sale Agreement. 
  

	4.5	 Severance 



If at any time any provision of this deed is held or found to be void, invalid or otherwise unenforceable (whether in respect
of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of violability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect. 

 

	4.6	 No representation or reliance 



Each party acknowledges that no party (nor any person acting on a party’s behalf) has made any representation or other
inducement to it to enter into this deed, except for representations or inducements expressly set out in this deed. 
  

 
 Amendment deed - Share sale agreement














			
		 	CLAYTON UTZ

  

					
	 Executed as a deed
  

Executed by CPH Crown Holdings Pty Limited
 ACN
603 296 804 in accordance with section 127
 of the Corporations Act 2001 (Cth):
	 		  	
	  
 /s/
Michael Johnston
	 		  	  
 /s/
Catherine Davies

	 Signature of director
	  	 Signature of company secretary/director

	  
 Michael
Johnston
	  	  

Catherine Davies

	 Full name of director
	 		  	 Full name of company secretary/director


  
  

Amendment deed - Share sale agreement 













			
		 	CLAYTON UTZ

  

					
	 Signed, sealed and delivered for and on behalf

of Melco Resorts & Entertainment Limited by

its authorised signatory in the presence of:
	 	 	  	 
	  
 /s/ CHAU
KAR HIM ALBERT
	 		  	  
 /s/
Stephanie Cheung

	 Signature of witness
	 		  	 Signature of authorised signatory

	  
 CHAU KAR
HIM ALBERT
	 		  	  
 Stephanie
Cheung

	 Full name of witness
	 		  	 Full name of authorised signatory

		 		  	





  
  

Amendment deed - Share sale agreement 













			
		 	CLAYTON UTZ

  

Schedule 1 Amended Share Sale Agreement 
  

 
 Amendment deed - Share sale agreement














			
		 	CLAYTON UTZ

  

Share sale agreement 
 CPH Crown Holdings
Pty Limited ACN 603 296 804 
 Seller 

Melco Resorts & Entertainment Limited 

Buyer 
 Clayton Utz 

Level 15 1 Bligh Street 

Sydney NSW 2000 
 GPO Box 9806

 Sydney NSW 2001 
  

			
	 Tel
	  	+61 2 9353 4000
		
	 Fax
	  	+61 2 8220 6700

 www.claytonutz.com 












 Contents 
  

									
	 1.
	  	 Definitions and interpretation
	  	 	32	 
				
		  	 1.1
	  	Definitions	  	 	32	 
		  	 1.2
	  	General rules of interpretation	  	 	64	 
		  	 1.3
	  	Relationship between the parties	  	 	75	 
			
	 2.
	  	 Sale and purchase of Shares
	  	 	75	 
				
		  	 2.1
	  	Sale and Purchase of First Tranche Shares	  	 	75	 
		  	 2.2
	  	Sale and Purchase of Second Tranche Shares	  	 	75	 
			
	 3.
	  	 Period before completion
	  	 	85	 
			
	 4.
	  	 Completion
	  	 	85	 
				
		  	 4.1
	  	First Tranche Completion	  	 	85	 
		  	 4.2
	  	Second Tranche Completion	  	 	97	 
		  	 4.3
	  	Buyer liable for its obligations and obligations of Nominee(s)	  	 	129	 
			
	 5.
	  	 Dividend entitlements
	  	 	129	 
			
	 6.
	  	 Warranties
	  	 	129	 
				
		  	 6.1
	  	Seller Warranties	  	 	129	 
		  	 6.2
	  	Reliance	  	 	139	 
		  	 6.3
	  	Adjustment	  	 	1310	 
		  	 6.4
	  	Buyer Warranties	  	 	1310	 
			
	 7.
	  	 Confidentiality
	  	 	1310	 
				
		  	 7.1
	  	No announcement or other disclosure of transaction	  	 	1310	 
		  	 7.2
	  	Permitted disclosure	  	 	1310	 
		  	 7.3
	  	ASX and other disclosure	  	 	1410	 
			
	 8.
	  	 GST
	  	 	1411	 
				
		  	 8.1
	  	Interpretation	  	 	1411	 
		  	 8.2
	  	Reimbursements and similar payments	  	 	1411	 
		  	 8.3
	  	GST payable	  	 	1411	 
		  	 8.4
	  	Variation to GST payable	  	 	1411	 
			
	 9.
	  	 Notices
	  	 	1511	 
				
		  	 9.1
	  	How notice to be given	  	 	1511	 
		  	 9.2
	  	When notice taken to be received	  	 	1612	 
		  	 9.3
	  	Notices sent by more than one method of communication	  	 	1713	 
			
	 10.
	  	 Entire agreement
	  	 	1714	 
			
	 11.
	  	 General
	  	 	1714	 
				
		  	 11.1
	  	Amendments	  	 	1714	 
		  	 11.2
	  	Assignment	  	 	1714	 
		  	 11.3
	  	Consents	  	 	1714	 
		  	 11.4
	  	Counterparts	  	 	1714	 
		  	 11.5
	  	Costs	  	 	1714	 
		  	 11.6
	  	Further acts and documents	  	 	1714	 
		  	 11.7
	  	Stamp duties	  	 	1714	 
		  	 11.8
	  	Operation of indemnities	  	 	1815	 
		  	 11.9
	  	Waivers	  	 	1815	 
			
	 12.
	  	 Governing law and jurisdiction
	  	 	1815	 
				
		  	 12.1
	  	 Governing law and jurisdiction
	  	 	1815	 
		
	 Schedule 1 Seller Warranties
	  	 	2017	 
		
	 Schedule 2 - Buyer Warranties
	  	 	2219	 
		
	 ANNEXURE A — Nominee Deed Poll
	  	 	2724	 














									
	 1.
	  	 Definitions and
interpretation
	  	 	3	 
				
		  	 1.1
	  	Definitions	  	 	3	 
		  	 1.2
	  	General rules of interpretation	  	 	6	 
		  	 1.3
	  	Relationship between the parties	  	 	7	 
			
	 2.
	  	 Sale and purchase of
Shares
	  	 	7	 
				
		  	 2.1
	  	Sale and Purchase of First Tranche Shares	  	 	7	 
		  	 2.2
	  	Sale and Purchase of Second Tranche Shares	  	 	7	 
			
	 3.
	  	 Period before
completion
	  	 	8	 
			
	 4.
	  	 Completion
	  	 	8	 
				
		  	 4.1
	  	First Tranche Completion	  	 	8	 
		  	 4.2
	  	Second Tranche Completion	  	 	9	 
		  	 4.3
	  	Buyer liable for its obligations and obligations of Nominee(s)	  	 	12	 
			
	 5.
	  	 Dividend
entitlements
	  	 	12	 
			
	 6.
	  	 Warranties
	  	 	12	 
				
		  	 6.1
	  	Seller Warranties	  	 	12	 
		  	 6.2
	  	Reliance	  	 	13	 
		  	 6.3
	  	Adjustment	  	 	13	 
		  	 6.4
	  	Buyer Warranties	  	 	13	 
			
	 7.
	  	
Confidentiality
	  	 	13	 
				
		  	 7.1
	  	No announcement or other disclosure of transaction	  	 	13	 
		  	 7.2
	  	Permitted disclosure	  	 	13	 
		  	 7.3
	  	ASX and other disclosure	  	 	14	 
			
	 8.
	  	 GST
	  	 	14	 
				
		  	 8.1
	  	Interpretation	  	 	14	 
		  	 8.2
	  	Reimbursements and similar payments	  	 	14	 
		  	 8.3
	  	GST payable	  	 	14	 
		  	 8.4
	  	Variation to GST payable	  	 	14	 
			
	 9.
	  	 Notices
	  	 	15	 
				
		  	 9.1
	  	How notice to be given	  	 	15	 
		  	 9.2
	  	When notice taken to be received	  	 	16	 
		  	 9.3
	  	Notices sent by more than one method of communication	  	 	17	 
			
	 10.
	  	 Entire
agreement
	  	 	17	 
			
	 11.
	  	 General
	  	 	17	 
				
		  	 11.1
	  	Amendments	  	 	17	 
		  	 11.2
	  	Assignment	  	 	17	 
		  	 11.3
	  	Consents	  	 	17	 
		  	 11.4
	  	Counterparts	  	 	17	 
		  	 11.5
	  	Costs	  	 	17	 
		  	 11.6
	  	Further acts and documents	  	 	17	 
		  	 11.7
	  	Stamp duties	  	 	17	 
		  	 11.8
	  	Operation of indemnities	  	 	18	 
		  	 11.9
	  	Waivers	  	 	18	 
			
	 12.
	  	 Governing law and
jurisdiction
	  	 	18	 
				
		  	 12.1
	  	 Governing law and
jurisdiction
	  	 	18	 
		
	 Schedule 1 Seller
Warranties
	  	 	20	 
		
	 Schedule 2 - Buyer
Warranties
	  	 	22	 
		
	 ANNEXURE A — Nominee
Deed Poll
	  	 	27	 
			
	 13.
	  	 Definitions and
interpretation
	  	 	27	 














									
		  	 13.1
	  	Definitions	  	 	27	 
		  	 13.2
	  	General rules of interpretation	  	 	27	 
			
	 14.
	  	
Undertaking
	  	 	27	 
			
	 15.
	  	
Acknowledgements
	  	 	27	 
			
	 16.
	  	 Warranties
	  	 	28	 
				
		  	 16.1
	  	Nominee Warranties	  	 	28	 
			
	 17.
	  	
Confidentiality
	  	 	28	 
			
	 18.
	  	 Notices
	  	 	28	 
				
		  	 18.1
	  	How notice to be given	  	 	28	 
			
	 19.
	  	 General
	  	 	29	 
				
		  	 19.1
	  	Deed Poll	  	 	29	 
		  	 19.2
	  	Amendments	  	 	29	 
		  	 19.3
	  	Assignment	  	 	29	 
		  	 19.4
	  	Consents	  	 	29	 
		  	 19.5
	  	Further acts and documents	  	 	29	 
			
	 20.
	  	 Governing law and
jurisdiction
	  	 	29	 
				
		  	 20.1
	  	Governing law and jurisdiction	  	 	29	 
		
	 Schedule 3 — Nominee
Warranties
	  	 	32	 

 Share sale agreement 
  

 
  

	Date	 


  

	Parties	 CPH Crown Holdings Pty Limited ACN 603 296 804 of ‘Liberty Place’, Level 39, 161
Castlereagh Street Sydney NSW 2000 (Seller) 


  

	  	 Melco Resorts & Entertainment Limited of c/o Intertrust Corporate Services
(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (Buyer) 


 Background

  

	A.	 The Seller owns the Shares, being 135,350,000 ordinary shares in the capital of the Company.



  

	B.	 The Seller wishes to sell the Shares and the Buyer (or its Nominee) wishes to buy the Shares on the terms
and conditions of this agreement. 


 Operative provisions 

 
  
  

	1.	 Definitions and interpretation 



 

	1.1	 Definitions 



In this agreement: 

Adjustment means the amount calculated in accordance with the
following formula: 












 Adjustment = Second Tranche Shares × (-DPS + TV) 

For clarity the Adjustment may be a negative or positive number.

 Affiliate means, in relation to a person: 
  


	 	(a)	 an Associate of that person; 



 

	 	(b)	 an entity (such as a natural person, body corporate, partnership or the trustee of a trust) that person
Controls; 


  

	 	(c)	 an entity (such as a natural person, body corporate, partnership or the trustee of a trust) that Controls
that person; and 


  

	 	(d)	 an entity (such as a natural person, body corporate, partnership or the trustee of a trust) that is
controlled by an entity that Controls that person. 


 ASIC means the Australian Securities and
Investments Commission. 
 Associate has the meaning given in the Corporations Act. 

ASX means the Australian Securities Exchange or ASX Limited ACN 008 624 691, as the context requires. 

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business
generally in each of New South Wales, Australia, the People’s Republic of China and the Hong Kong and Macau Special Administrative Regions of the People’s Republic of China. 

Buyer Warranties means the warranties set out in Schedule 2. 

Commissioner means the Honourable Patricia Bergin SC or any
other Commissioner appointed to conduct the ILGA Inquiry. 
 Company means Crown Resorts Limited ACN 125 709 953.

 Condition means each condition set out in clause
4.2(a). 
 Control has the meaning given in section 50AA of the Corporations Act. 

Corporations Act means the Corporations Act 2001 (Cth). 

DPS means an amount equal to the dividends per Second Tranche
Share paid to the Seller between the period commencing on date of the First Tranche Completion and ending on the date of the Second Tranche Completion. 

Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right,
trust arrangement, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered, including any Security Interest. 

Excluded Share has the meaning given in clause 1.3(a). 

First Tranche Completion means the completion of the sale and purchase of the First Tranche Shares in accordance with
clause 4.1. 
 First Tranche Completion Date has the meaning given in clause 4.1(a). 

First Tranche Defaulting Party has the meaning given in clause 4.1(f). 












 First Tranche Nominee has the meaning given in clause 4.1(b). 

First Tranche Purchase Price means $879,775,000.  

First Tranche Shares means 67,675,000 Shares.  

GST has the meaning given in the GST Act. 

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

Indemnified Losses means, in relation to any fact, matter or circumstance, all losses, costs, charges, damages,
expenses, penalties and other liabilities arising out of or in connection with that fact, matter or circumstance including all legal and other professional expenses on a solicitor-client basis incurred in
connection with investigating, disputing, defending or settling any claim, action, demand or proceeding relating to that fact, matter or circumstance (including any claim, action, demand or proceeding based on the terms of this agreement). 

ILGA means the Independent Liquor and Gaming Authority
constituted under the Gaming and Liquor Administration Act 2007 (NSW). 

ILGA Inquiry means the inquiry announced by ILGA on 8 August
2019. 
 Nominee means any one or more Related Bodies Corporate of the Buyer, who is nominated by the Buyer as the
First Tranche Nominee or the Second Tranche Nominee. 
 Nominee Deed Poll means the deed poll to be entered into by a
Nominee nominated by the Buyer under this agreement in the form set out in Annexure A. 
 Non First Tranche Defaulting
Party has the meaning given in clause 4.1(f). 
 Non Second Tranche Defaulting Party has the meaning given in
clause 4.2(j)4.2(f). 
 PPSA means the
Personal Property Securities Act 2009 (Cth). 
 Recipient has the meaning given in clause 8.3. 

Regulatory Approval Date
means the date on which the last of the conditions set out in clauses 4.2(a)(i) and 4.2(a)(ii) are satisfied or waived.

 Regulatory Authority means: 
  

	 	(a)	 any government or local authority and any department, minister or agency of any government; and



  

	 	(b)	 any other authority, agency, commission or similar entity having powers or jurisdiction under any law or
regulation or the listing rules of any recognised stock or securities exchange. 


 Related Body
Corporate has the meaning given to it in the Corporations Act. 

Revised Date means a date notified in writing by the Buyer to
the Seller, such date must: 
  

	 	(a)	 be at least 2 Business Days after the date of the
notice given by the Buyer; and 


  

	 	(b)	 occur in the period commencing on the Regulatory
Approval Date and ending on the date that is 60 Business Days after that date. 


 Security Interest
has the meaning given in section 12 of the PPSA. 












 Second Tranche Completion means the completion of the sale and
purchase of the Second Tranche Shares in accordance with clause 4.2. 
 Second Tranche Completion Date has the meaning
given in clause 4.2(e)4.2(a). 
 Second
Tranche Defaulting Party has the meaning given in clause 4.2(j)4.2(f) . 

Second Tranche Nominee has the meaning given in clause
4.2(f)4.2(b). 
 Second Tranche Purchase
Price means $879,775,000 plus the Adjustment. 
 Second
Tranche Shares means 67,675,000 Shares. 
 Seller Warranties means the warranties set out in Schedule 1. 

Shares means the 135,350,000 ordinary shares in the capital of the Company (each of which is a Share). 

Sunset Date means: 

 

	 	(a)	 31 May 2020; or 



 

	 	(b)	 30 November 2020 if either party gives a notice in
writing to the other party prior to 31 May 2020 electing to extend the Sunset Date to 30 November 2020. 



Supplier has the meaning given in clause 8.3. 

TV means an amount determined in accordance with the following
formula: 
  

																	
		 		 	 TV
	 	 =
	 	 (
	 	 0.05×12

365
	 	 )
	 	 × P
	 	
	
	 Where P is the period (in days) from 30 September 2019
(but excluding
 30 September 2019) until the date of the Second Tranche
Completion.


 VCGLR means the Victorian
Commission for Gambling and Liquor Regulation established under Part 2 of the Victorian Commission for Gambling and Liquor Regulation Act 2011 (Vic). 

WA Commission means the Gaming and Wagering Commission
established under the Gaming and Wagering Commission Act 1987 (WA). 
 Warranties means the Seller Warranties and
the Buyer Warranties. 
  

	1.2	 General rules of interpretation 



In this agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention
appears: 
  

	 	(a)	 a word importing the singular includes the plural and vice versa, and a word of any gender includes the
corresponding words of any other gender; 


  

	 	(b)	 the word including or any other form of that word is not a word of limitation; 



 

	 	(c)	 if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or
phrase has a corresponding meaning; 


  

	 	(d)	 a reference to a person includes an individual, the estate of an individual, a corporation, a
Regulatory Authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust; 















	 	(e)	 a reference to a party includes that party’s executors, administrators, successors and permitted
assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; 


  

	 	(f)	 a reference to a document or a provision of a document is to that document or provision as varied, novated,
ratified or replaced from time to time; 


  

	 	(g)	 a reference to this agreement is to this agreement as varied, novated, ratified or replaced from time to
time; 


  

	 	(h)	 a reference to an agency or body; if that agency or body ceases to exist or is reconstituted, renamed or
replaced or has its powers or function removed (obsolete body), means the agency or body which performs most closely the functions of the obsolete body; 



 

	 	(i)	 a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause,
schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it; 



 

	 	(j)	 a reference to a statute includes any regulations or other instruments made under it (delegated
legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements; 



 

	 	(k)	 a reference to $ or dollar is to Australian currency; and 



 

	 	(l)	 this agreement must not be construed adversely to a party just because that party prepared it or caused it
to be prepared. 


  

	1.3	 Relationship between the parties 



 

	 	(a)	 For the avoidance of doubt, there is no agreement, arrangement or understanding between the parties in
relation to any share in the capital of the Company held by the Seller or any of its Affiliates that is not a Share (Excluded Share) (whether with respect to the voting or disposal of any Excluded Share, or otherwise). 



 

	 	(b)	 Without limiting clause 1.3(a), nothing in this agreement: 



 

	 	(i)	 gives the Buyer or its Nominee any right or interest of whatsoever nature in any Excluded Share;



  

	 	(ii)	 in any way, or to any extent, restricts the ability of the Seller or any of its Affiliates to deal in,
dispose of or exercise rights attaching to any Excluded Share. 


  

 
  

	2.	 Sale and purchase of Shares 



 

	2.1	 Sale and Purchase of First Tranche Shares 



The Seller must sell, and the Buyer must buy (or procure that its Nominee buy), the First Tranche Shares for the First Tranche
Purchase Price free from all Encumbrances and together with all rights attaching or accruing to the First Tranche Shares after the date of this agreement on the terms and conditions of this agreement. Completion of the sale and purchase of the First
Tranche Shares will take place on the First Tranche Completion Date. 
  

	2.2	 Sale and Purchase of Second Tranche Shares 














 The Seller must sell, and the Buyer must buy (or procure that its Nominee
buy), the Second Tranche Shares for the Second Tranche Purchase Price free from all Encumbrances and together with all rights attaching or accruing to the Second Tranche Shares after the date of this agreement on the terms and conditions of this
agreement. Completion of the sale and purchase of the Second Tranche Shares will take place on the Second Tranche Completion Date. 
  

 
  

	3.	 Period before completion 



From the date of this agreement until such time as Second Tranche Completion has occurred, the Seller must not dispose of or
create any Encumbrance over any of the Shares (or any interest in any of them). 
  

 
  

	4.	 Completion 



 

	4.1	 First Tranche Completion 



 

	 	(a)	 First Tranche Completion must take place on the date that is 5 Business Days after the date of this
agreement (which is currently expected to be 6 June 2019) (First Tranche Completion Date) at the time and place agreed by the parties in writing or at any other place, date or time as the Seller and the Buyer agree in writing.



  

	 	(b)	 If the First Tranche Shares are to be purchased by a Nominee of the Buyer (First Tranche Nominee),
the Buyer must, at least 2 Business Days before First Tranche Completion: 


  

	 	(i)	 give the Seller written notice specifying the name and the address of that Nominee; and



  

	 	(ii)	 give, or procure that the First Tranche Nominee give, the Seller the Nominee Deed Poll duly executed by the
First Tranche Nominee under which the First Tranche Nominee agrees to be bound by each of the Buyer’s obligations in relation to the First Tranche Shares under this agreement. 



 

	 	(c)	 At First Tranche Completion the Seller must deliver to the Buyer or the First Tranche Nominee (as the case
may be): 


  

	 	(i)	 completed transfers of the First Tranche Shares in favour of the Buyer or the First Tranche Nominee as
transferee duly executed by the registered holder as transferor including the Seller’s securityholder reference number(s) in respect of all of the First Tranche Shares, in a form acceptable to the Company’s share registry; and



  

	 	(ii)	 all other documents as may be reasonably required to register the Buyer or the First Tranche Nominee as the
registered holder of the First Tranche Shares. 


  

	 	(d)	 At First Tranche Completion the Buyer must pay, or procure that the First Tranche Nominee pays, the First
Tranche Purchase Price to the Seller by: 


  

	 	(i)	 electronic funds transfer to an account with an Australian bank specified by written notice given from the
Seller to the Buyer on the date of this agreement; or 


  

	 	(ii)	 otherwise, unendorsed bank cheque drawn on an Australian bank. 



 

	 	(e)	 The obligations of the parties under clause 4.1(c) and clause 4.1(d) are interdependent and must be
performed, as nearly as possible, simultaneously. If any obligation specified in clause 4.1(c) and clause 4.1(d) is not performed on First Tranche Completion then, without prejudice to any other rights of the parties, First Tranche Completion is
taken not to have occurred and any document delivered, or payment made, under this clause 4.1 must be returned to the party that delivered it or paid it. 















	 	(f)	 If First Tranche Completion does not occur in accordance with this clause 4.1 because of the failure of any
party (First Tranche Defaulting Party) to satisfy any of its obligations under this clause 4.1 then: 


  

	 	(i)	 the Buyer or the First Tranche Nominee (where the First Tranche Defaulting Party is the Seller); or



  

	 	(ii)	 the Seller (where the First Tranche Defaulting Party is the Buyer or the First Tranche Nominee),



 (in either case the Non First Tranche Defaulting Party) may give the First Tranche Defaulting
Party a notice requiring the First Tranche Defaulting Party to satisfy those obligations within a period of 5 Business Days after the date of the notice and specifying that time is of the essence in relation to that notice. 

 

	 	(g)	 If the First Tranche Defaulting Party fails to comply with a notice given under clause 4.1(f), the Non First
Tranche Defaulting Party may without limiting its other rights or remedies available under this agreement or at law: 


  

	 	(i)	 immediately terminate this agreement, in which case the Non First Tranche Defaulting Party may seek damages
for breach of this agreement; or 


  

	 	(ii)	 seek specific performance of this agreement, in which case: 



 

	 	A.	 if specific performance is obtained, the Non First Tranche Defaulting Party may also seek damages for breach
of this agreement; and 


  

	 	B.	 if specific performance is not obtained, the Non First Tranche Defaulting Party may then terminate this
agreement and may seek damages for breach of this agreement. 


  

	 	(h)	 Beneficial ownership of and risk in the First Tranche Shares will pass from the Seller to the Buyer or the
First Tranche Nominee (as applicable) on First Tranche Completion. 


  

	4.2	 Second Tranche Completion 



 

	 	(a)	 The obligations of the parties at Second Tranche
Completion are subject to and conditional on the following conditions being satisfied or waived in accordance with clause 4.2(c): 


  

	 	(i)	 on conclusion of the ILGA Inquiry, there is no
finding or recommendation by ILGA or the Commissioner which would, or which could reasonably be expected to, restrict Second Tranche Completion occurring and ILGA does not otherwise object to Second Tranche Completion (and this condition will be
taken to be satisfied if conditions are imposed by ILGA or the Commissioner in connection with Second Tranche Completion which are acceptable to the Buyer and the Seller, each acting reasonably); 















	 	(ii)	 the Buyer receiving written notice from each of
ILGA, VCGLR and the WA Commission that the Buyer is a suitable person to be associated with the management of a casino, each such notification being unconditional, or on conditions acceptable to the Buyer acting reasonably.



  

	 	(b)	 Each party agrees to notify the other party as soon
as they become aware that a Condition has been satisfied, or has, or is likely to become, incapable of being satisfied. 


  

	 	(c)	 The condition: 



 

	 	(i)	 in clause 4.2(a)(i) is for the benefit of both
parties and may only be waived by both the Buyer and the Seller giving notice in writing to the other; and 


  

	 	(ii)	 in clause 4.2(a)(ii) is for the benefit of the Buyer
alone and may only be waived by the Buyer giving written notice to the Seller. 


  

	 	(d)	 Either the Buyer or Seller may, by giving at least 2
Business Days’ notice in writing to the other party, terminate this agreement at any time before Second Tranche Completion if: 


  

	 	(i)	 any condition has become incapable of satisfaction
and that condition has not been waived by the relevant parties; or 


  

	 	(ii)	 any condition is not satisfied or waived on or
before the Sunset Date. 


  

	 	(a)(e)	 Second Tranche Completion must take place at: 



 

	 	(i)	 on the earlier
of: 


  

	 	A.(i)	 30 September
2019Revised Date, at the time and place agreed by the parties in writing; andor 



 

	 	B.	 an earlier date than 30 September 2019 specified by the Buyer, and at a time and
place on that date agreed by the parties in writing, provided the Buyer has given the Seller at least 2 Business Days’ notice of that earlier date; or 



 

	 	(ii)	 at any other place, date or time as the Seller and the Buyer agree in writing, 



(Second Tranche Completion Date). 
  

	 	(b)(f)	 If the Second Tranche Shares are to be purchased
by a Nominee of the Buyer (Second Tranche Nominee), the Buyer must, at least 2 Business Days before Second Tranche Completion: 


  

	 	(i)	 give the Seller written notice specifying the name and the address of that Nominee; and



  

	 	(ii)	 give, or procure that the Second Tranche Nominee give, the Seller the Nominee Deed Poll duly executed by the
Second Tranche Nominee under which the Second Tranche Nominee agrees to be bound by each of the Buyer’s obligations in relation to the Second Tranche Shares under this agreement. 



 

	 	(c)(g)	 At Second Tranche Completion the Seller must
deliver to the Buyer or the Second Tranche Nominee (as the case may be): 















	 	(i)	 completed transfers of the Second Tranche Shares in favour of the Buyer or the Second Tranche Nominee as
transferee duly executed by the registered holder as transferor including the Seller’s securityholder reference number(s) in respect of all of the Second Tranche Shares, in a form acceptable to the Company’s share registry; and



  

	 	(ii)	 all other documents as may be reasonably required to register the Buyer or the Second Tranche Nominee as the
registered holder of the Second Tranche Shares. 


  

	 	(d)(h)	 At Second Tranche Completion the Buyer must pay,
or procure that the Second Tranche Nominee pays, the Second Tranche Purchase Price to the Seller by: 


  

	 	(i)	 electronic funds transfer to an account with an Australian bank specified by written notice given from the
Seller to the Buyer at least 2 Business Days before Second Tranche Completion; or 


  

	 	(ii)	 otherwise, unendorsed bank cheque drawn on an Australian bank. 



 

	 	(e)(i)	 The obligations of the parties under clause
4.2(g)4.2(c) and clause 4.2(h)4.2(d) are interdependent and must be performed, as nearly as
possible, simultaneously. If any obligation specified in clause 4.2(g)4.2(c) and clause
4.2(h)4.2(d) is not performed on Second Tranche Completion then, without prejudice to any other rights of the parties, Second Tranche Completion is taken not to have
occurred and any document delivered, or payment made, under this clause 4.2 must be returned to the party that delivered it or paid it. 


  

	 	(f)(j)	 If Second Tranche Completion does not occur in
accordance with this clause 4.24.2 because of the failure of any party (Second Tranche Defaulting Party) to satisfy any of its obligations under this clause
4.24.2 then: 


  

	 	(i)	 the Buyer or the Second Tranche Nominee (where the Second Tranche Defaulting Party is the Seller); or



  

	 	(ii)	 the Seller (where the Second Tranche Defaulting Party is the Buyer or the Second Tranche Nominee),



 (in either case the Non Second Tranche Defaulting Party) may give the Second Tranche Defaulting
Party a notice requiring the Second Tranche Defaulting Party to satisfy those obligations within a period of 5 Business Days after the date of the notice and specifying that time is of the essence in relation to that notice. 

 

	 	(g)(k)	 If the Second Tranche Defaulting Party fails to
comply with a notice given under clause 4.2(f)4.2(j), the Non Second Tranche Defaulting Party may without limiting its other rights or remedies available under this
agreement or at law: 


  

	 	(i)	 immediately terminate this agreement, in which case the Non Second Tranche Defaulting Party may seek damages
for breach of this agreement; or 


  

	 	(ii)	 seek specific performance of this agreement, in which case: 



 

	 	A.	 if specific performance is obtained, the Non Second Tranche Defaulting Party may also seek damages for
breach of this agreement; and 


  

	 	B.	 if specific performance is not obtained, the Non Second Tranche Defaulting Party may then terminate this
agreement and may seek damages for breach of this agreement. 















	 	(h)(l)	 Beneficial ownership of and risk in the Second
Tranche Shares will pass from the Seller to the Buyer or the Second Tranche Nominee (as applicable) on Second Tranche Completion. 


  

	4.3	 Buyer liable for its
obligations and obligations of Nominee(s) 



Notwithstanding any other provision of this agreement, the Buyer: 

 

	 	(a)	 is unconditionally and irrevocably liable for its obligations under this agreement; and



  

	 	(b)	 guarantees, and is unconditionally and irrevocably liable for, the obligations of any Nominee appointed
under this clause 4 and under any agreement entered into with the Seller pursuant to clauses 4.1(b)(ii) and 4.2(f)(ii)4.2(b)(ii). 



If any Nominee appointed by the Buyer under this agreement breaches an obligation under any agreement entered into with the
Seller under clauses 4.1(b)(ii) and 4.2(f)(ii)4.2(b)(ii), that breach will be deemed to also be a breach by the Buyer of this agreement (and the Seller will be entitled to
all rights and remedies available to it under this agreement against the Buyer as if the breach by the Nominee had been a breach by the Buyer in addition to the rights it has against the Nominee). 

 
  
  

	5.	 Dividend entitlements 



Notwithstanding any other provision of this agreement, but subject to
Second Tranche Completion occurring, the parties agree that: 
  

	 	(a)	 the Buyer or its Nominee (as the case may be) is entitled to any dividend
that has not been taken into account in the Adjustment, distribution, return of capital, paid or credited amount, transferred property or similar, announced and/or paid in respect of the
Second Tranche Shares at any time after the date of this agreement (each an Entitlement). ); and



  

	 	(b)	 to the extent the Buyer or its Nominee (as the
case may be) is entitled to an Entitlement under paragraph (a) above and that Entitlement is received by the Seller, the Second Tranche Purchase Price will be reduced by an amount equal to the amount of the Entitlement. For the avoidance of
doubt, : 


  

	 	(i)	 no reduction of any kind is to be made to the Second
Tranche Purchase Price in respect of a dividend that has been taken into account in the Adjustment; and 


  

	 	(i)(ii)	 the amount or value of any franking credit that
is attached to a dividend or other distribution does not form part of, and is excluded from, the Entitlement of the Buyer or its Nominee (as the case may be) for all purposes including for the purposes of reducing the Second Tranche Purchase Price
under this paragraph (b). 


  
  

 

	6.	 Warranties 



 

	6.1	 Seller Warranties 



 

	 	(a)	 The Seller warrants to the Buyer that each Warranty is correct and not misleading as at the date of
execution of this agreement, as at the time immediately prior to First Tranche Completion and as at the time immediately prior to Second Tranche Completion, except where it is stated as being given on a particular date, in which case, the Seller
warrants to the Buyer that it is correct and not misleading as at that date. 















	 	(b)	 The Buyer acknowledges that it has made, and relies on, its own independent searches, investigations and
enquiries in relation to the Company, and has received independent professional advice in relation to the acquisition of the Shares and the terms of this agreement. 



 

	6.2	 Reliance 


  

	 	(a)	 Each party acknowledges that each other party has entered into this agreement in reliance on the Warranties
given to that party. 


  

	 	(b)	 Each party acknowledges that, except for the Warranties, no party nor their respective Affiliates nor any of
their respective officers, employees or advisers makes or has made any warranty or representation (whether express, implied, written, oral or otherwise) to any person. To the fullest extent permitted by law, every warranty or representation (whether
express, implied, written, oral or otherwise) other than the Warranties is excluded. 


  

	6.3	 Adjustment 



Any payment made to the Buyer for a breach of a Warranty will be treated as an adjustment in the purchase price of the Shares.

  

	6.4	 Buyer Warranties 



The Buyer warrants to the Seller that each Buyer Warranty is correct and not misleading as at the date of execution of this
agreement, as at the time immediately prior to First Tranche Completion and as at the time immediately prior to Second Tranche Completion. 
  

 
  

	7.	 Confidentiality 



 

	7.1	 No announcement or other disclosure of transaction 



Except as permitted by clause 7.2 or 7.3, each party must keep confidential the existence of and the terms of this agreement
and all negotiations between the parties in relation to the subject matter of this agreement. 
  

	7.2	 Permitted disclosure 



Nothing in this agreement prevents a person from disclosing matters referred to in clause 7.1: 

 

	 	(a)	 if disclosure is required to be made by law or the rules of a recognised stock or securities exchange and
the party whose obligation it is to keep matters confidential or procure that those matters are kept confidential has before disclosure is made notified each other party of the requirement to disclose and, where the relevant law or rules permit and
where practicable to do so, given each other party a reasonable opportunity to comment on the requirement for and proposed contents of the proposed disclosure; 



 

	 	(b)	 to any professional adviser of a party who has been retained to advise in relation to the transactions
contemplated by this agreement or any auditor of a party who reasonably requires to know; 


  

	 	(c)	 with the prior written approval of the party other than the party whose obligation it is to keep those
matters confidential or procure that those matters are kept confidential; or 


  

	 	(d)	 where the matter has come into the public domain otherwise than as a result of a breach by any party of this
agreement. 















	7.3	 ASX and other disclosure 



 

	 	(a)	 The parties acknowledge and agree that a copy of this agreement will be attached to: 



 

	 	(i)	 a substantial holder notice (ASIC Form 603) to be lodged with the Company and ASX by or on behalf of the
Buyer and certain of its Affiliates within 2 Business Days following the date of this agreement; and 


  

	 	(ii)	 a substantial holder notice (ASIC Form 604) will be lodged with the Company and ASX by or on behalf of the
Seller and certain of its Affiliates within 2 Business Days following the First Completion Date and the Second Completion Date. 


  

	 	(b)	 Each party must, to the extent practicable, give each other party a reasonable opportunity to review and
comment on any announcement, communication, media release or similar document in connection with this agreement, the subject matter of this agreement or any negotiations or discussions between the parties in relation to this agreement or the subject
matter of this agreement. 


  
  

 

	8.	 GST 


  

	8.1	 Interpretation 



The parties agree that: 
  

	 	(a)	 except where the context suggests otherwise, terms used in this clause 8 have the meanings given to those
terms by the GST Act (as amended from time to time); 


  

	 	(b)	 any part of a supply that is treated as a separate supply for GST purposes (including attributing GST
payable to tax periods) will be treated as a separate supply for the purposes of this clause 8; and 


  

	 	(c)	 any consideration that is specified to be inclusive of GST must not be taken into account in calculating the
GST payable in relation to a supply for the purpose of this clause. 


  

	8.2	 Reimbursements and similar payments 



Any payment or reimbursement required to be made under this agreement that is calculated by reference to a cost, expense, or
other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity is entitled for the acquisition to which the cost, expense or amount relates. 

 

	8.3	 GST payable 



If GST is payable in relation to a supply made under or in connection with this agreement then any party (Recipient)
that is required to provide consideration to another party (Supplier) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as other consideration is to be provided for that supply or,
if later, within 5 Business Days of the Supplier providing a valid tax invoice to the Recipient. 
  

	8.4	 Variation to GST payable 



If the GST payable in relation to a supply made under or in connection with this agreement varies from the additional amount
paid by the Recipient under clause 8.3 then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient. Any ruling, advice, document or other information received by
the Recipient from the Australian Taxation Office in relation to any supply made under this agreement will be conclusive as to the GST payable in relation to that supply. Any payment, credit or refund under this paragraph is deemed to be a payment,
credit or refund of the additional amount payable under clause 8.3. 












  
  

	9.	 Notices 


  

	9.1	 How notice to be given 



Each communication (including each notice, consent, approval, request and demand) under or in connection with this agreement:

  

	 	(a)	 must be given to a party: 



 

	 	(i)	 using one of the following methods (and no other method) namely, hand delivery, courier service, prepaid
express post, fax or email; and 


  

	 	(ii)	 using the address or other details for the party set out below (or as otherwise notified by that party to
each other party from time to time under this clause 9): 


  

	 	A.	 if to the Seller: 



 

			
	 Address:
	  	 ‘Liberty Place’, Level 39, 161 Castlereagh Street, Sydney NSW 2000

		
	 Fax:
	  	 (02) 9126 3769

		
	 Email:
	  	 kandrews@cph.com.au

		
	 Attention:
	  	 Company Secretary



  

	 	B.	 if to the Buyer: 



 

			
	 Address:
	  	 c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands)

 
 with copy to:

 
 Legal Department

37/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

		
	 Fax:
	  	 +853 8867 0632

		
	 Email:
	  	 MCO-COMSEC@melco-resorts.com

		
	 Email:
	  	
MCO-COMSEC@melco-resorts.com

		
	 Attention:
	  	 Company Secretary



  

	 	(b)	 must be in legible writing and in English; 



 

	 	(c)	 (in the case of communications other than email) must be signed by the sending party or by a person duly
authorised by the sending party; 


  

	 	(d)	 (in the case of email) must: 















	 	(i)	 state the name of the sending party or a person duly authorised by the sending party and state that the
email is a communication under or in connection with this agreement; and 


  

	 	(ii)	 if the email contains attachments, ensure the attachments are in PDF or other non-modifiable format the
receiving party can open, view and download at no additional cost, 


 and communications sent by email are
taken to be signed by the named sender. 
  

	9.2	 When notice taken to be received 



Without limiting the ability of a party to prove that a notice has been given and received at an earlier time, each
communication (including each notice, consent, approval, request and demand) under or in connection with this agreement is taken to be given by the sender and received by the recipient: 

 

	 	(e)	 (in the case of delivery by hand or courier service) on delivery; 



 

	 	(f)	 (in the case of prepaid express post sent to an address in the same country) on the second Business Day
after the date of posting; 


  

	 	(g)	 (in the case of prepaid express post sent to an address in another country) on the fourth Business Day after
the date of posting; 


  

	 	(h)	 (in the case of fax) at the time shown on the transmission confirmation report produced by the fax machine
from which it was sent showing that the whole fax was sent to the recipient’s fax number, 


  

	 	(i)	 (in the case of email, whether or not containing attachments) the earlier of: 



 

	 	(i)	 the time sent (as recorded on the device from which the sender sent the email) unless, within 4 hours of
sending the email, the party sending the email receives an automated message that the email has not been delivered; 


  

	 	(ii)	 receipt by the sender of an automated message confirming delivery; and 



 

	 	(iii)	 the time of receipt as acknowledged by the recipient (either orally or in writing), 



provided that: 
  

	 	(j)	 the communication will be taken to be so given by the sender and received by the recipient regardless of
whether: 


  

	 	(i)	 the recipient is absent from the place at which the communication is delivered or sent;



  

	 	(ii)	 the communication is returned unclaimed; and 



 

	 	(iii)	 (in the case of email) the email or any of its attachments is opened by the recipient;



  

	 	(k)	 if the communication specifies a later time as the time of delivery then that later time will be taken to be
the time of delivery of the communication; and 


  

	 	(l)	 if the communication would otherwise be taken to be received on a day that is not a working day or:
















	 	(i)	 in the case of the Seller, after 5.00 pm (Sydney time), it is taken to be received at 9.00 am (Sydney time)
on the next working day; and 


  

	 	(ii)	 in the case of the Buyer, after 5,00pm (Hong Kong time), it is taken to be received at 9.00am (Hong Kong
time) on the next working day, 


 (where “working day” meaning a day that is not a Saturday,
Sunday or public holiday and on which banks are open for business generally, in the place to which the communication is delivered or sent). 
  

	9.3	 Notices sent by more than one method of communication 



If a communication delivered or sent under this clause 9 is delivered or sent by more than one method, the communication is
taken to be given by the sender and received by the recipient whenever it is taken to be first received in accordance with clause 9.3. 
  

 
  

	10.	 Entire agreement 



This agreement constitutes the entire agreement between the parties in relation to its subject matter including the sale and
purchase of the Shares and supersedes all previous agreements and understandings between the parties in relation to its subject matter. 
  

 
  

	11.	 General 


  

	11.1	 Amendments 



This agreement may only be varied by a document signed by or on behalf of each party. 

 

	11.2	 Assignment 



A party cannot assign or otherwise transfer any of its rights under this agreement without the prior consent of each other
party. 
  

	11.3	 Consents 



Unless this agreement expressly provides otherwise, a consent under this agreement may be given or withheld in the absolute
discretion of the party entitled to give the consent and to be effective must be given in writing. 
  

	11.4	 Counterparts 



This agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart
constitutes an original of this agreement, and all together constitute one agreement. 
  

	11.5	 Costs 



Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating,
preparing, executing and performing this agreement. 
  

	11.6	 Further acts and documents 



Each party must promptly do, and procure that its employees and agents promptly do, all further acts and execute and deliver
all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party to give effect to this agreement. 
  

	11.7	 Stamp duties 














 The Buyer: 

 

	 	(a)	 must pay, or procure that its Nominee pays, all stamp duties, other duties and similar taxes, together with
any related fees, penalties, fines, interest or statutory charges, in respect of this agreement, the performance of this agreement and each transaction effected or contemplated by or made under this agreement; and 



 

	 	(b)	 indemnifies the Seller and each of its Affiliates (other than those referred to in paragraph (a) of the
definition of Affiliates) (Relevant Affiliates) against, or must procure that its Nominee indemnifies the Seller and each of its Relevant Affiliates against, and must pay, or procure that its Nominee pays, to the Seller on demand the amount
of, any Indemnified Loss suffered or incurred by the Seller or any of its Relevant Affiliates arising out of or in connection with any delay or failure to comply with clause 11.7(a). 



 

	11.8	 Operation of indemnities 



Without limiting any other provision of this agreement, the parties agree that: 

 

	 	(a)	 each indemnity in this agreement is a continuing obligation, separate and independent from the other
obligations of the parties, and survives termination, completion or expiration of this agreement; and 


  

	 	(b)	 it is not necessary for a party to incur expense or to make any payment before enforcing a right of
indemnity conferred by this agreement. 


  

	11.9	 Waivers 



Without prejudice to any other provision of this agreement, the parties agree that: 

 

	 	(a)	 failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or
enforcement of, a right, power or remedy provided by law or under this agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy
provided by law or under this agreement; 


  

	 	(b)	 a waiver given by a party under this agreement is only effective and binding on that party if it is given or
confirmed in writing by that party; and 


  

	 	(c)	 no waiver of a breach of a term of this agreement operates as a waiver of another breach of that term or of
a breach of any other term of this agreement. 


  
  

 

	12.	 Governing law and jurisdiction 



 

	12.1	 Governing law and jurisdiction 



 

	 	(a)	 This agreement is governed by the law applying in New South Wales, Australia. 



 

	 	(b)	 Each party irrevocably submits to the non exclusive jurisdiction of the courts having jurisdiction in that
state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement and waives any objection it may have now or in the future to the venue of any
proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 12.1. 



 

	 	(c)	 The Buyer appoints: 















	 	(i)	 any Partner in the Sydney office of Clayton Utz of 1 Bligh Street, Sydney NSW 2000; or



  

	 	(ii)	 any other Australian person who is nominated by the Buyer from
time-to- time, provided the Buyer gives the Seller at least 5 Business Days prior written notice specifying the name and the Australian address of that person, 



as its agent to receive service of process for any proceedings arising out of or in connection with this document. The Buyer
undertakes to maintain this appointment until termination of this document under clauses 4.1(g) and 4.2(k)4.2(g) and agrees that any such process served on that person is
taken to be served on it. 












 Schedule 1 Seller Warranties 

 
  
  

	1.	 Seller 


  

	1.1	 Capacity and authorisation 



The Seller: 
  

	 	(a)	 is a company properly incorporated and validly existing under the laws of the country or jurisdiction of its
incorporation; and 


  

	 	(b)	 has the legal right and full corporate power and capacity to: 



 

	 	(i)	 execute and deliver this agreement; and 



 

	 	(ii)	 perform its obligations under this agreement and each transaction effected by or made under this agreement.



  

	1.2	 Valid obligations 



This agreement constitutes (or will when executed constitute) valid legal and binding obligations of the Seller and is
enforceable against the Seller in accordance with its terms. 
  

	1.3	 Breach or default 



The execution, delivery and performance of this agreement by the Seller does not and will not result in a breach by the Seller
of or constitute a default by the Seller under: 
  

	 	(a)	 any agreement to which the Seller is party; 



 

	 	(b)	 any provision of the constitution of the Seller; or 



 

	 	(c)	 any: 


  

	 	(i)	 order, judgment or determination of any court or Regulatory Authority; or 



 

	 	(ii)	 to the Seller’s knowledge as at the date of this agreement, any law or regulation,



 by which the Seller is bound as at the date of this agreement. 

 

	1.4	 Solvency 



None of the following events has occurred in relation to the Seller: 

 

	 	(a)	 a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is appointed
in respect of the Seller or any of its assets or anyone else is appointed who (whether or not an agent for the Seller) is in possession, or has control, of any of the Seller’s assets for the purpose of enforcing an Encumbrance;



  

	 	(b)	 an event occurs that gives any person the right to seek an appointment referred to in paragraph (a);



  

	 	(c)	 an application is made to court or a resolution is passed or an order is made for the winding up or
dissolution of the Seller or an event occurs that would give any person the right to make an application of this type; 















	 	(d)	 the Seller proposes or takes any steps to implement a scheme of arrangement or other compromise or
arrangement with its creditors or any class of them; 


  

	 	(e)	 the Seller is declared or taken under any applicable law to be insolvent or the Seller’s board of
directors resolves that the Seller is, or is likely to become at some future time, insolvent; or 


  

	 	(f)	 any person in whose favour the Seller has granted any Encumbrance becomes entitled to enforce any security
under that Encumbrance or any floating charge under that Encumbrance crystallises. 


  

 
  

	2.	 Shares 


  

	2.1	 Ownership 


  


	 	(a)	 The Seller is the sole legal and beneficial owner of the Shares and has complete and unrestricted power and
authority to sell the Shares to the Buyer free of any Encumbrance. 


  

	 	(b)	 The Shares are validly issued and fully paid up. 



 

	 	(c)	 As at the date of this agreement, the Shares represent 19.99% (rounded up to the nearest two decimal places)
of the issued ordinary shares of the Company. 


  

	2.2	 Third party rights 



There is no Encumbrance, option, right of pre-emption, right of first or last refusal or other third party right over any of
the Shares. 












 Schedule 2 - Buyer Warranties 

 
  
  

	1.	 The Buyer 


  


	1.1	 Capacity and authorisation 



The Buyer: 
  

	 	(a)	 is a company properly incorporated and validly existing under the laws of the country or jurisdiction of its
incorporation; and 


  

	 	(b)	 has the legal right and full corporate power and capacity to: 



 

	 	(i)	 execute and deliver this agreement; and 



 

	 	(ii)	 perform its obligations under this agreement and each transaction effected by or made under this agreement.



  

	1.2	 Valid obligations 



This agreement constitutes (or will when executed constitute) valid legal and binding obligations of the Buyer and is
enforceable against the Buyer in accordance with its terms. 
  

	1.3	 Breach or default 



The execution, delivery and performance of this agreement by the Buyer does not and will not result in a breach by the Buyer of
or constitute a default by the Buyer under: 
  

	 	(a)	 any agreement to which the Buyer is party; 



 

	 	(b)	 any provision of the constitution of the Buyer; or 



 

	 	(c)	 any: 


  

	 	(i)	 order, judgment or determination of any court or Regulatory Authority; or 



 

	 	(ii)	 to the Buyer’s knowledge as at the date of this agreement, any law or regulation,



 by which the Buyer is bound as at the date of this agreement. 

 

	1.4	 Solvency 



None of the following events has occurred in relation to the Buyer: 

 

	 	(a)	 a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is appointed
in respect of the Buyer or any of its assets or anyone else is appointed who (whether or not an agent for the Buyer) is in possession, or has control, of any of the Buyer’s assets for the purpose of enforcing an Encumbrance;



  

	 	(b)	 an event occurs that gives any person the right to seek an appointment referred to in paragraph (a);



  

	 	(c)	 an application is made to court or a resolution is passed or an order is made for the winding up or
dissolution of the Buyer or an event occurs that would give any person the right to make an application of this type; 















	 	(d)	 the Buyer proposes or takes any steps to implement a scheme of arrangement or other compromise or
arrangement with its creditors or any class of them; 


  

	 	(e)	 the Buyer is declared or taken under any applicable law to be insolvent or the Buyer’s board of
directors resolves that the Buyer is, or is likely to become at some future time, insolvent; or 


  

	 	(f)	 any person in whose favour the Buyer has granted any Encumbrance becomes entitled to enforce any security
under that Encumbrance or any floating charge under that Encumbrance crystallises. 















							
	 Signed as an agreement.
  
	 		 		  	
	 Executed by CPH Crown Holdings Pty Limited

ACN 603 296 804 in accordance with section 127 of the Corporations Act 2001 (Cth):
	 		 		  	
				
	  
	 		 		  	  

	 Signature of director
	 		 		  	 Signature of company secretary/director

				
	  
	 		 		  	  

	 Full name of director
	 		 		  	 Full name of company secretary/director















							
	 Signed for and on behalf of Melco Resorts &

Entertainment Limited by its authorised

signatory in the presence of:
	 		 		  	
				
	  
	 		 		  	  

	 Signature of witness
	 		 		  	 Signature of authorised signatory

				
	  
	 		 		  	  

	 Full name of witness
	 		 		  	 Full name of authorised signatory














  
  

[This page has intentionally been left blank] 
  

 
  












 ANNEXURE A — Nominee Deed Poll 

Nominee Deed Poll 

Date 
  

	 By 
	[Nominee] of [insert address] (Nominee) 

  

	 In favour of  
	CPH Crown Holdings Pty Limited ACN 603 296 804 of ‘Liberty Place’, Level 39, 161 Castlereagh Street Sydney NSW 2000 (Seller) 


Background 
  

	A	 The Seller and Melco Resorts & Entertainment Limited (Buyer) have entered into a Share Sale
Agreement dated 30 May 2019 (as amended from time to time) (Share Sale Agreement) in relation to the sale and purchase of the Shares (as defined in the Share Sale Agreement).



  

	B	 Pursuant to clause [4.1 / 4.2] of the Share Sale Agreement, the Buyer nominates the Nominee to purchase the
[First Tranche Shares / Second Tranche Shares] from the Seller. 


  

	C	 The Nominee agrees to perform and be bound by each of the Buyer’s obligations in relation to the [First
Tranche Shares / Second Tranche Shares] under the Share Sale Agreement on the terms and conditions of this Deed Poll. 



Operative provisions 
  

 
  

	1.	 Definitions and interpretation 



 

	1.1	 Definitions 



The following definitions apply in this document. Unless a contrary intention appears, capitalised terms used in this document
(other than the terms defined in this clause 1.11.1) have the meaning given in the Share Sale Agreement. 

Nominee Warranties means the warranties set out in Schedule
1.Schedule 1. 
  

	1.2	 General rules of interpretation 



Clauses 1.2 and 1.3 of the Share Sale Agreement apply to this document as if set out in full in this document, mutatis
mutandis. 
  
  

 

	2.	 Undertaking 



On and from the date of this document, the Nominee agrees to perform and be bound by each of the Buyer’s obligations in
relation to the [First Tranche Shares / Second Tranche Shares] under the Share Sale Agreement (including, for the avoidance of doubt, the Buyer’s obligations in respect of [First Tranche Completion / Second Tranche Completion] in clause [4.1 /
4.2] of the Share Sale Agreement) as if it was the Buyer under the Share Sale Agreement. 
  

 
  

	3.	 Acknowledgements 



The Nominee acknowledges and agrees that: 













	 	(a)	 without limiting the Nominee’s obligations under this document, the Buyer continues to be
unconditionally and irrevocably liable for its obligations under the Share Sale Agreement; and 


  

	 	(b)	 breach by the Nominee of any obligation under this document will be deemed to also be a breach by the Buyer
of its corresponding obligations under the Share Sale Agreement and, in addition to the Seller’s rights against the Nominee under this document, the Seller will be entitled to all rights and remedies available to it against the Buyer under the
Share Sale Agreement. 


  
  

 

	4.	 Warranties 



 

	4.1	 Nominee Warranties 



The Nominee warrants to the Seller that each Nominee Warranty is correct and not misleading as at the date of execution of this
agreement and as at the time immediately prior to [First Tranche Completion / Second Tranche Completion]. 
  

 
  

	5.	 Confidentiality 



Clause 7 of the Share Sale Agreement applies to this document as if set out in full in this document, mutatis mutandis.

  
  

 

	6.	 Notices 


  

	6.1	 How notice to be given 



Each communication (including each notice, consent, approval, request and demand) under or in connection with this document:

  

	 	(m)	 must be given to the Nominee: 



 

	 	(i)	 using one of the following methods (and no other method) namely, hand delivery, courier service, prepaid
express post, fax or email; and 


  

	 	(ii)	 using the address or other details set out below (or as otherwise notified by the Nominee to the Seller from
time to time under this clause 6): 


  

			
	Address:	 	[insert]
	Fax:	 	[insert]
	Email:	 	[insert]
	Attention:	 	[insert]

  

	 	(n)	 must be in legible writing and in English; 



 

	 	(o)	 (in the case of communications other than email) must be signed by the sending party or by a person duly
authorised by the sending party; 


  

	 	(p)	 (in the case of email) must: 















	 	(i)	 state the name of the sending party or a person duly authorised by the sending party and state that the
email is a communication under or in connection with this agreement; and 


  

	 	(ii)	 if the email contains attachments, ensure the attachments are in PDF or other non-modifiable format the
receiving party can open, view and download at no additional cost, 


 and communications sent by email are
taken to be signed by the named sender. 
 Clauses 9.2 and 9.3 of the Share Sale Agreement apply to this document as if set
out in full in this document, mutatis mutandis. 
  
  

 

	7.	 General 


  

	7.1	 Deed Poll 



This document operates as a deed poll in favour of the Seller and may be enforced by the Seller against the Nominee. 

 

	7.2	 Amendments 



This document may only be varied with the prior written consent of the Seller. 

 

	7.3	 Assignment 



The Nominee cannot assign or otherwise transfer any of its rights under this document without the prior consent of the Seller.

  

	7.4	 Consents 



Unless this document expressly provides otherwise, a consent given in relation to this document may be given or withheld in the
absolute discretion of the party entitled to give the consent and to be effective must be given in writing. 
  

	7.5	 Further acts and documents 



The Nominee must promptly do, and procure that its employees and agents promptly do, all further acts and execute and deliver
all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by the Seller to give effect to this document. 
  

 
  

	8.	 Governing law and jurisdiction 



 

	8.1	 Governing law and jurisdiction 



 

	 	(a)	 This document is governed by the law applying in New South Wales, Australia. 



 

	 	(b)	 The Nominee irrevocably submits to the non exclusive jurisdiction of the courts having jurisdiction in that
state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement and waives any objection it may have now or in the future to the venue of any
proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 8.1. 















	 	(c)	 The Nominee appoints: 



 

	 	(i)	 any Partner in the Sydney office of Clayton Utz of 1 Bligh Street, Sydney NSW 2000; or



  

	 	(i)	 any other Australian person who is nominated by the Buyer from time-to-time, provided the Buyer gives the
Seller at least 5 Business Days prior written notice specifying the name and the Australian address of that person, 



as its agent to receive service of process for any proceedings arising out of or in connection with this document. The Nominee
undertakes to maintain this appointment until termination of the Share Sale Agreement under clauses 4.1(g) and 4.2(gl) of the Share Sale Agreement and agrees that any such
process served on that person is taken to be served on it. 













							
	 EXECUTED as a DEED POLL

 
	 		 		  	
	 Signed for and on behalf of [Nominee] by its

authorised signatory in the presence of:
	 		 		  	
				
	  
	 		 		  	  

	 Signature of witness
	 		 		  	 Signature of authorised signatory

				
	  
	 		 		  	  

	 Full name of witness
	 		 		  	 Full name of authorised signatory














 Schedule
3             Schedule 1 — Nominee Warranties 

 
  
  

 

	1.	 The Nominee 



 

	1.1	 Capacity and authorisation 



The Nominee: 
  

	 	(a)	 is a company properly incorporated and validly existing under the laws of the country or jurisdiction of its
incorporation; and 


  

	 	(b)	 has the legal right and full corporate power and capacity to: 



 

	 	(i)	 execute and deliver this document; and 



 

	 	(ii)	 perform its obligations under this document and each transaction effected by or made under this document.



  

	1.2	 Valid obligations 



This document constitutes (or will when executed constitute) valid legal and binding obligations of the Nominee and is
enforceable against the Nominee in accordance with its terms. 
  

	1.3	 Breach or default 



The execution, delivery and performance of this document by the Nominee does not and will not result in a breach by the Nominee
of or constitute a default by the Nominee under: 
  

	 	(a)	 any agreement to which the Nominee is party; 



 

	 	(b)	 any provision of the constitution of the Nominee; or 



 

	 	(c)	 any: 


  

	 	(i)	 order, judgment or determination of any court or Regulatory Authority; or 



 

	 	(ii)	 to the Nominee’s knowledge as at the date of this agreement, any law or regulation,



 by which the Nominee is bound as at the date of this agreement. 

 

	1.4	 Solvency 



None of the following events has occurred in relation to the Nominee: 

 

	 	(a)	 a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is appointed
in respect of the Nominee or any of its assets or anyone else is appointed who (whether or not an agent for the Nominee) is in possession, or has control, of any of the Nominee’s assets for the purpose of enforcing an Encumbrance;



  

	 	(b)	 an event occurs that gives any person the right to seek an appointment referred to in paragraph (a);
















	 	(c)	 an application is made to court or a resolution is passed or an order is made for the winding up or
dissolution of the Nominee or an event occurs that would give any person the right to make an application of this type; 


  

	 	(d)	 the Nominee proposes or takes any steps to implement a scheme of arrangement or other compromise or
arrangement with its creditors or any class of them; 


  

	 	(e)	 the Nominee is declared or taken under any applicable law to be insolvent or the Nominee’s board of
directors resolves that the Nominee is, or is likely to become at some future time, insolvent; or 


  

	 	(f)	 any person in whose favour the Nominee has granted any Encumbrance becomes entitled to enforce any security
under that Encumbrance or any floating charge under that Encumbrance crystallises.