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Department of Assessments and Taxation State of Maryland Larry Kogan Department of Governor Assessments and Taxation Taxpayer Services Michael L. Higgs Director Date: 10/06/2017 VENABLE LLP SUITE 900 750 E. PRATT STREET BALTIMORE MD 21202 THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING: ENTITY NAME VICI PROPERTIES INC. DEPARTMENT ID D17984675 TYPE OF REQUEST ARTICLES OF AMENDMENT AND RESTATEMENT DATE FILED 10-06-2017 TIME FILED 08:55 AM RECORDING FEE $100.00 ORG. & CAP FEE $250.00 EXPED2TED FEE $70.00 COPY FEE $101.00 FILING NUMBER 1000362010673632 CUSTOMER ID 0003588801 WORK ORDER NUMBER 0004805378 PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WR=TING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES. Charter Division Baltimore Metro Area (410) 767-1350 Outside Metro Area (888) 246-5941 0010797491 301 West Preston Street-Room 801-Baltimore, Maryland 21201-2395 Telephone (410)767-4950/Toll free in Maryland (888)246-5941 CACCPT MRS(Maryland Relay Service)(800)735-2258 TTNoice Website: www.dnt.maryland.gov ENTITY TYPE: ORDINARY BUSINESS - STOCK STOCK: Y CLOSE: N EFFECTIVE DATE.: 10-06-2017 PRINCIPAL OFFICE: STE 820 7 ST. PAUL STREET BALTIMORE MD 21202 RESIDENT AGENT: CSC-LAWYERS INCORPORATING SERVICE COMPANY 7 ST. PAUL STREET SUITE 820 BALTIMORE MD 21202 VICI PROPERTIES INC. ARTICLES OF AMENDMENT AND RESTATEMENT' FIRST: VICI Properties Inc., a Maiyla d corporation (the "Company"), desires to amend and restate its charter as currently in effect and as l~ereinaftei• amended. SECOND: The following provisi are all of the provisions of the charter currently in effect and as hereinafter amended: ARTICLE INCORPORA John Payne, whose address is c/o VIt Properties Inc., Oiie Caesars Drive, Las Vegas, Nevada 89109, being at least 18 years of age, med a corporation under the general laws of the State of Maryland on May 5, 2017. ARTICLE II NAME The name of the corporation (the "Co zpany") is: VICI Properties fi~c. ARTICLE PURPOSE The purposes for which the Company is formed are to engage in any lawfiil act or activity (including, without limitation or obligati n, engagilig in business as a real estate investment mist under the Internal Revenue Code o 1986, as amended, or any successor statute (the "Code")) for which corporations may be organ~zed under the general laws of the State of Maryland as Clow or hereafter in force. For purposes of these Articles,"REIT" means a real estate investment trust as defined under Sections 856 throug~ 860, or any successor sections, of the Cbde. ,~ ~' / ~'~~~ C ARTICLE PRINCIPAL OFI'ICE IN STATE AND F~ESIDENT AGENT The address of the principal office of t~~e Compazry in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Suite 820, Baltimore, v Maryland 21202. The name of the resident agent of th Company in the State of Maryland is CSC- Lawyers Incorporating Service Company, whose post address is 7 Saint Paul Street, Suite 820, Baltimore,. Maryland 21202. The resident agent is a Maryland corporation. ARTICLE PROVISIONS FOR DEF ~ ING, LIPVIITING AND REGULA'T'ING CERTAIN POWERS OF THE COMPANY AND OF THE STOCKH i LDERS AND DIRECTORS Section 5.1 Number of Directors. T~ e business and affairs of the Coinpauy shall be managed under the direction of the Board of Dv- ctors of the Compalry (the "Board"). The number of directors of the Company shall be six, w ich number inay be increased or decreased only by the Board pursuant to the Bylaws of the any (the `Bylaws"), but shall never be less than the ininiinuLn number required by tl~e Mai General Corporation Law (the "MGCL"). The names of the directors who shall serve until the ~t annual meeting of stockholders and until their successors are duly elected and qualified, or their earlier removal, are: James R. Abrahamson Macnab Eugene L Davis -d Baltazar Pitoniak Eric L. Hausler gel D. Rumbolz Any vacancy on the Board maybe filled in the ~r provided in the Bylaws. Section 5.2 Except for amendments to Section 5.5 of this Article V (Indeilinification) aid Article X (Lim ~tion of Liability), aizd except as specifically 2 provided in the last sentence of As-ticle IX (Amendments), and notwithstanding any provision of iaw permitting or requiring any action to be take or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board and taken or appro ed by the affirmative vote of stocldiolders entitled to cast a ma'oritJ Y of all the votes entitled to b~ cast on the matter. Section 5.3 Authorization b~ Boazd of Stoelc Issuance. The Board inay autharize the issuance from tune to tune of shares of stock of the Company of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board may deem advisaUle (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as lnay be s~t forth in the charter of the Company (the "Charter") or the Bylaws. Section 5.4 Preemptive and Appra',sal Ri lg ~t~. Except as zliay be provided by the Board in setting the teens of classified or reclassified shares of stock pursuant to Section 6.4 or as may otherwise be provided by the terms of any ~ referred Stock or by a contract approved by the Board, no holder of shares of stock of the Compani shall, as such holder, have any preemptive, subscription, redemption, conversion or sinking fund rights with respect to the stock of the Company or any other security of Company whi~h it may issue or sell. Holders of shares of the i stock shall not be entitled to exercise any rights of In objecting stockholder provided for udder Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board, upon the affirmative vote of a majority of the Board and upon such tends and conditions as specified by the Board, shall determine that such rights apply, with respect to all or any shares of all or airy classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would o .erwise lie entitled to exercise such rights. Notwithstanding the foregoing, in the event the Com y is subject to the Maryland Control Share Acquisition. Act, holders of shares. of stock of the C zany shall be entitled to exercise rights of an objecting stockholder under Section 3-708(a) of MGCL, unless otherwise provided in the Charter or the Bylaws. Section 5.5 Indenu~ification. The Company shall have the power, to .the maximum extent permitted. by 1Vlaryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to,(a) any individual who is a present or Zer director or officer of the Company or (b) airy individual who, while a director or officer the Company aild at the request of the Company, selves or has served as a director, officer, mployee, agent, fiduciary, trustee, member, manager or pannier of another corporation, real estate investment mist, limited liability company, partnership, joint ventilre, trust, employee benefit plan (including, without limitation, service with respect to its participants or beneficiaries) or any o~her entity or enterprise, whether or not for profit, whether domestic or foreign, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. The Company shall have the power, with the approval of the Board, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Company in any of the capacities described in (a) oi;(b) above and to any employee or agent of the Company or a predecessor of the Company. Section 5.6 REIT Qualification. :f the Company elects to qualify for U.S. federal income ta~c treatment as a REIT, the Board sl: X11 use its reasonable best efforts to take siich actions as are necessary or appropriate to preserve the stahis of the Company as a REIT; however, 4 if the Board determines that it is no longer in the Uestj interests of the Company to attempt to, or continue to, qualify as a REIT,the Board inay revoke or otherwise terminate the Company's REIT election pursuant to Section 856(g) of the Code upon ~he affii-~native vote of stocicholders entitled I to cast a majority of all votes entitled to be cast on the hatter. The Board, in its sole and absolute discretion, also inay determine that compliance with any restriction or limitation on stoci< ownership and transfers set forth in Article VII is no longer required for REIT qualification. Section 5.7 Corporate Opportunities. The Company shall have the power to renounce, by resohition of the Board, any interest or ,expectancy of the Company in, or in being I offered an opportunity to participate in, any one or~ more business opportzulities or classes. or categories of business opportunities that are (i) presented to the Company or (ii) developed Uy or presented to one or more directors or officers of the Cjompany. Section 5.8 Removal of Directors.
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