Exhibit 10.2






Exhibit
10.2




EXECUTION COPY




SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




by and among




LAS VEGAS SANDS CORP.




and the STOCKHOLDERS named therein




 






Dated: November 14, 2008

 







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	1.	 	Definitions	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	2.	 	General; Securities Subject to this Agreement	 	 	10	 
	 
	 	(a)	 	Grant of Rights	 	 	10	 
	 
	 	(b)	 	Registrable Securities	 	 	10	 
	 
	 	(c)	 	Holders of Registrable Securities	 	 	11	 
	 
	 	(d)	 	Transfer of Registration Rights	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	3.	 	Demand Registration	 	 	12	 
	 
	 	(a)	 	Request for Demand Registration	 	 	12	 
	 
	 	(b)	 	Incidental or “Piggy-Back” Rights with Respect to a Demand Registration	 	 	12	 
	 
	 	(c)	 	Effective Demand Registration	 	 	13	 
	 
	 	(d)	 	Expenses	 	 	13	 
	 
	 	(e)	 	Underwriting Procedures	 	 	13	 
	 
	 	(f)	 	Selection of Underwriters	 	 	14	 
	 
	 	(g)	 	Withdrawal	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	4.	 	Incidental or “Piggy-Back” Registration	 	 	14	 
	 
	 	(a)	 	Request for Incidental Registration	 	 	14	 
	 
	 	(b)	 	Expenses	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	5.	 	Form S-3 Registration	 	 	16	 
	 
	 	(a)	 	Request for a Form S-3 Registration	 	 	16	 
	 
	 	(b)	 	Form S-3 Underwriting Procedures	 	 	16	 
	 
	 	(c)	 	Limitations on Form S-3 Registrations	 	 	17	 
	 
	 	(d)	 	Expenses	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	6.	 	Hedging Transactions	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	7.	 	Holdback Agreements	 	 	18	 
	 
	 	(a)	 	Restrictions on Public Sale by Designated Holders	 	 	18	 
	 
	 	(b)	 	Restrictions on Public Sale by the Company	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	8.	 	Registration Procedures	 	 	19	 
	 
	 	(a)	 	Obligations of the Company	 	 	19	 
	 
	 	(b)	 	Seller Information	 	 	22	 
	 
	 	(c)	 	Notice to Discontinue	 	 	23	 
	 
	 	(d)	 	Registration Expenses	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	9.	 	Indemnification; Contribution	 	 	24	 
	 
	 	(a)	 	Indemnification by the Company	 	 	24	 
	 
	 	(b)	 	Indemnification by Designated Holders	 	 	24	 
	 
	 	(c)	 	Conduct of Indemnification Proceedings	 	 	25	 
	 
	 	(d)	 	Contribution	 	 	26	 






			
	 
	Registration Rights Agreement	Page 2 of 38















 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	10.	 	Rule 144	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	11.	 	Miscellaneous	 	 	27	 
	 
	 	(a)	 	Registration Defaults	 	 	27	 
	 
	 	(b)	 	Stock Splits, etc.	 	 	28	 
	 
	 	(c)	 	No Inconsistent Agreements	 	 	28	 
	 
	 	(d)	 	Remedies	 	 	28	 
	 
	 	(e)	 	Amendments and Waivers	 	 	28	 
	 
	 	(f)	 	Notices	 	 	28	 
	 
	 	(g)	 	Permitted Assignees; Third Party Beneficiaries	 	 	29	 
	 
	 	(h)	 	Counterparts	 	 	29	 
	 
	 	(i)	 	GOVERNING LAW	 	 	29	 
	 
	 	(j)	 	Severability	 	 	29	 
	 
	 	(k)	 	Rules of Construction	 	 	29	 
	 
	 	(l)	 	Entire Agreement	 	 	30	 
	 
	 	(m)	 	Further Assurances	 	 	30	 
	 
	 	(n)	 	Other Agreements	 	 	30	 







Page 3 of 38









 








SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




          SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 14, 2008, by
and among Las Vegas Sands Corp., a Nevada corporation (the “Company”), Dr. Miriam Adelson
(the “Adelson Purchaser”), the other Adelson Holders (as defined below) and the Other
Holders (as defined below) that are party to this Agreement from time to time.




          WHEREAS, the Company consummated an Initial Public Offering (as hereinafter defined) on
December 20, 2004;




          WHEREAS, on September 30, 2008, the Company issued and sold to the Adelson Purchaser $475.0
million aggregate principal amount of its 6 1/2% Convertible Senior Notes due 2013 (the
“Notes”) and in connection therewith, the Company, and the parties thereto, entered into
the Amended and Restated Registration Rights Agreement, dated as of September 30, 2008;




          WHEREAS, under the Note Conversion and Securities Purchase Agreement, dated November 10, 2008
(the “Note Conversion and Securities Purchase Agreement”), by and between the Adelson
Purchaser and the Company, (x) the Company has agreed to issue and sell, and the Adelson Purchaser
has agreed to purchase, 5,250,000 shares of the Company’s Series A cumulative perpetual preferred
stock, par value $0.001 per share, having a liquidation preference of $100.00 per share (the
“Preferred Stock”), and warrants (the “Warrants,” and together with the Preferred
Stock, the “Securities”) to purchase up to an aggregate of 87,500,175 shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), and (y) the
Adelson Purchaser has agreed to convert $475,000,000 aggregate principal amount of the Notes;




          WHEREAS, in order to induce the Adelson Purchaser to purchase the Securities pursuant to the
Note Conversion and Securities Purchase Agreement and to provide for the grant of registration
rights with respect to the Registrable Securities (as hereinafter defined), the Company is willing
to enter into this Agreement.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:




          1. DEFINITIONS. As used in this Agreement, and unless the context requires a different meaning,
the following terms have the meanings indicated:




          “Adelson Holders” means collectively Sheldon G. Adelson, the Sheldon G. Adelson 2002
Remainder Trust, the Adelson Purchaser, the Sheldon G. Adelson 2005 Family Trust u/d/t dated April
25, 2005, the Dr. Miriam and Sheldon G. Adelson Charitable Trust u/d/t dated December 12, 1994, the
ESBT Y TRUST u/d/t dated October 1, 2002, the ESBT S TRUST u/d/t dated October 1, 2002, the QSST A
TRUST u/d/t dated October 1, 2002, the QSST M TRUST u/d/t dated October 1, 2002, the Sheldon G.
Adelson 2004 Remainder Trust u/d/t dated May 31, 2004, the Sheldon G. Adelson 2007 Two Year LVS
Annuity Trust u/d/t



Page 4 of 38









 






dated May 1, 2007, the Sheldon G. Adelson 2007 Three Year LVS Annuity Trust u/d/t dated May 1,
2007, the Sheldon G. Adelson July 2007 Two Year LVS Annuity Trust u/d/t dated July 30, 2007, the
Sheldon G. Adelson July 2007 Three Year LVS Annuity Trust u/d/t dated July 30, 2007, the Sheldon G.
Adelson April 2008 Two Year LVS Annuity Trust u/d/t dated April 1, 2008, the Sheldon G. Adelson
April 2008 Three Year LVS Annuity Trust u/d/t dated April 1, 2008, the Sheldon G. Adelson July 2008
Two Year LVS Annuity Trust u/d/t dated July 28, 2008, the Sheldon G. Adelson July 2008 Three Year
LVS Annuity Trust u/d/t dated July 28, 2008 and the assignees of each of the foregoing as permitted
by Section 2(d) of this Agreement.




          “Affiliate” means, with respect to a Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to a Person,
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.




          “Agreement” means this Registration Rights Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.




          “Approved Underwriter” has the meaning set forth in Section 3(f) of this Agreement.




          “Board of Directors” means the Board of Directors of the Company.




          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in the State of New York or Nevada are authorized or required by law or executive
order to close.




          “Certificate of Designations” means the Certificate of Designations setting forth the
rights, preferences, privileges and other terms of the Preferred Stock as duly adopted by the
Company and filed with the Secretary of State of the State of Nevada.




          “Closing Price” means, with respect to the Registrable Securities, as of the date of
determination, (a) if the Registrable Securities are listed on a national securities exchange, the
closing price per share or other applicable unit of a Registrable Security on such date published
in The Wall Street Journal (National Edition) or, if no such closing price on such date is
published in The Wall Street Journal (National Edition), the average of the closing bid and
asked prices on such date, as officially reported on the principal national securities exchange on
which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable
Securities are not then listed or admitted to trading on any national securities exchange but are
designated as national market system securities by the NASD, the last trading price per share or
other applicable unit of a Registrable Security on such date; or (c) if there shall have been no
trading on such date or if the Registrable Securities are not designated as national market system
securities by the NASD, the average of the reported closing bid and asked prices of the Registrable
Securities on such date as shown by The



Page 5 of 38









 






Nasdaq Stock Market, Inc. (or its successor) and reported by any member firm of The New York
Stock Exchange, Inc. selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a
market price per share or other applicable unit determined in good faith by the Board of Directors.
If trading is conducted on a continuous basis on any exchange, then the closing price shall be as
set forth at 4:00 P.M. New York City time.




          “Commission” means the Securities and Exchange Commission or any similar agency then
having jurisdiction to enforce the Securities Act.




          “Common Stock” means (i) the Common Stock, par value $0.001 per share, of the Company,
(ii) any other common stock of the Company, (iii) any securities of the Company or any successor or
assign of the Company into which such stock described in clauses (i) and (ii) is reclassified or
reconstituted or into which such stock is converted or otherwise exchanged in connection with a
combination of shares, recapitalization, merger, sale of assets, consolidation or other
reorganization or otherwise or (iv) any securities received as a dividend or distribution in
respect of the securities described in clauses (i), (ii), and (iii) above.




          “Company” has the meaning set forth in the preamble to this Agreement.




          “Company Underwriter” has the meaning set forth in Section 4(a) of this Agreement.




          “Demand Registration” has the meaning set forth in Section 3(a) of this Agreement.




          “Designated Holder” means each of the Adelson Holders and Other Holders.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission thereunder.




          “Hedging Counterparty” means a broker-dealer registered under Section 15(b) of the
Exchange Act or an Affiliate thereof.




          “Hedging Transaction” means any transaction involving a security linked to the
Registrable Securities or any security that would be deemed to be a “derivative security” (as
defined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Securities or
transaction (even if not a security) which would (were it a security) be considered such a
derivative security, or which transfers some or all of the economic risk of ownership of the
Registrable Securities, including, without limitation, any forward contract, equity swap, put or
call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or
similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be
Hedging Transactions:




          (a) transactions by a Designated Holder in which a Hedging Counterparty engages in short sales
of Registrable Securities pursuant to a Prospectus and may use Registrable Securities to close out
its short position;




Page 6 of 38









 








          (b) transactions pursuant to which a Designated Holder sells short Registrable Securities
pursuant to a Prospectus and delivers Registrable Securities to close out its short position;




          (c) transactions by a Designated Holder in which the Designated Holder delivers, in a
transaction exempt from registration under the Securities Act, Registrable Securities to the
Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable
Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and




          (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a
selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge,
then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus.




          “Holders’ Counsel” has the meaning set forth in Section 8(a)(i) of this Agreement.




          “Incidental Registration” has the meaning set forth in Section 4(a) of this Agreement.




          “Indemnified Party” has the meaning set forth in Section 9(c) of this Agreement.




          “Indemnifying Party” has the meaning set forth in Section 9(c) of this Agreement.




          “Initial Public Offering” means the initial public offering of the shares of Common
Stock of the Company pursuant to an effective Registration Statement filed under the Securities
Act.




          “Initiating Holders” has the meaning set forth in Section 3(a) of this Agreement.




          “Inspector” has the meaning set forth in Section 8(a)(vii) of this Agreement.




          “IPO Effectiveness Date” means the date upon which the Company consummates the Initial
Public Offering.




          “Liability” has the meaning set forth in Section 9(a) of this Agreement.




          “Liquidated Damages” has the meaning set forth in Section 11(a) of this Agreement.




          “Lock-up Agreement” means, with respect to each Designated Holder, the lock-up
agreement, dated the IPO Effectiveness Date, entered into by such Designated Holder with the
underwriters of the Initial Public Offering.




Page 7 of 38









 








          “Majority Designated Holders” means beneficial owners of Registrable Securities
representing more than 50% of the total number of outstanding Registrable Securities (on an
as-converted basis).




          “Market Price” means, on any date of determination, the average of the daily Closing
Price of the Registrable Securities for the immediately preceding thirty (30) days on which the
national securities exchanges are open for trading; provided, however, that if the
Closing Price is determined pursuant to clause (d) of the definition of Closing Price, the “Market
Price” means such Closing Price on the date of determination.




          “NASD” means the National Association of Securities Dealers, Inc.




          “Note Conversion and Securities Purchase Agreement” has the meaning set forth in the
recitals to this Agreement.




          “Notes” has the meaning set forth in the recitals to this Agreement.




          “Other Holders” means collectively William P. Weidner, Weidner Holdings, LLC, Bradley
H. Stone, The Stone Crest Trust, Robert G. Goldstein, The Robert and Sheryl Goldstein Trust, SC
Goldstein Holdings, LLC, David Friedman, Richard Heller, Dan Raviv, Harry D. Miltenberger and
Charles D. Forman and the assignees of each of the foregoing as permitted by Section 2(d) of this
Agreement.




          “Permitted Assignee” means, with respect to any Person, to the extent applicable, (i)
such Person’s parents, spouse, spouse’s issue, siblings, children (including stepchildren and
adopted children), childrens’ spouses, grandchildren or grandchildrens’ spouses thereof and issue
of the same (“Family Members”), (ii) a trust, corporation, partnership or limited liability
company, a majority of the beneficial interests of which shall be held by such Person, such
Person’s Affiliates and/or such Person’s Family Members, (iii) such Person’s heirs, executors,
administrators, estate or a trust under such Person’s will, (iv) an entity described in Section
501(c)(3) of the United States Internal Revenue Code of 1986, as amended, that is established by
such Person and (v) any Person to whom such Person transfers Registrable Securities representing at
least 1% of the outstanding Common Stock as of the date of such transfer.




          “Permitted Withdrawal” has the meaning set forth in Section 3(g) of this Agreement.




          “Person” means any individual, firm, corporation, partnership, limited liability
company, trust, incorporated or unincorporated association, joint venture, joint stock company,
limited liability company, government (or an agency or political subdivision thereof) or other
entity of any kind, and shall include any successor (by merger or otherwise) of such entity.




          “Pledgee” has the meaning set forth in Section 2.4(d).




          “Preferred Stock Registration Statement” has the meaning set forth in the
definition of “Registration Default.”




Page 8 of 38









 








          “Prospectus” means the prospectus related to any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance on Rule 415 (or any successor rule
or regulation) under the Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated by reference in
such prospectus.




          “Records” has the meaning set forth in Section 8(a)(vii) of this Agreement.




          “Registrable Securities” means, subject to Section 2(d)(i), (i) any and all shares of
Common Stock now or hereafter owned by the Designated Holders or issued or issuable upon conversion
of any convertible securities or exercise of any warrants or options now or hereafter held by any
of the Designated Holders, (ii) the Preferred Stock held by the Adelson Purchaser (or any Adelson
Holder or Permitted Assignee or Affiliate of the Adelson Purchaser that hereafter holds any
Preferred Stock issued and sold pursuant to the Note Conversion and Securities Purchase Agreement),
(iii) the Warrants held by the Adelson Purchaser (or any Adelson Holder or Permitted Assignee or
Affiliate of the Adelson Purchaser that hereafter holds any Warrants issued and sold pursuant to
the Note Conversion and Securities Purchase Agreement) and (iv) any shares of Common Stock issued
or issuable upon the exercise of the Warrants by the Adelson Purchaser (or any Adelson Holder or
Permitted Assignee to which the Adelson Purchaser may assign such Common Stock) pursuant to the
terms of the Warrants and the Note Conversion and Securities Purchase Agreement.




          “Registration Default” means (i) the failure of the Company to file any registration
statement in respect of Registrable Securities described in clauses (ii), (iii) and (iv) of the
definition thereof required to be filed pursuant to Section 5 hereof with the Commission
within 90 days after request is made pursuant to the terms hereof (a “Preferred Stock
Registration Statement,” a “Warrant Registration Statement” and a “Warrant Share
Registration Statement,” respectively), (ii) the failure of the Company to cause any Preferred
Stock Registration Statement, Warrant Registration Statement or Warrant Share Registration
Statement to be declared effective by the Commission within 120 days after a request is made
pursuant to the terms hereof or (iii) in the event that any Preferred Stock Registration Statement,
Warrant Registration Statement or Warrant Share Registration Statement required by this Agreement
that is filed and declared effective and thereafter ceases to be effective or fails to be usable
for its intended purpose prior to the end of the period specified in Section 8(a)(ii)
hereof, the failure of the Company to succeed such Preferred Stock Registration Statement, Warrant
Registration Statement or Warrant Share Registration Statement immediately by a post-effective
amendment to such Preferred Stock Registration Statement, Warrant Registration Statement or Warrant
Share Registration Statement or a new registration statement that cures such failure and that is
itself immediately declared effective.




          “Registration Expenses” has the meaning set forth in Section 8(d) of this Agreement.




          “Registration Statement” means a Registration Statement filed pursuant to the
Securities Act.




Page 9 of 38









 








          “S-3 Initiating Holders” has the meaning set forth in Section 5(a) of this Agreement.




          “S-3 Registration” has the meaning set forth in Section 5(a) of this Agreement.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Specified Holder” means (i) Daniel Raviv, (ii) any Permitted Assignee of Daniel Raviv
and (iii) any Pledgee of any Person described in clauses (i) and (ii) above that complies with
Section 2(d) of this Agreement.




          “Transfer Restricted Securities” means each share of Preferred Stock, each Warrant and
each share of Common Stock issuable upon exercise of the Warrants (and any security issued with
respect thereto upon any stock dividend, split or similar event) until the earliest of the date on
which such share of Preferred Stock, Warrant or share of Common Stock, or any security issued with
respect thereto upon any stock dividend, split or similar event, as the case may be: (i) has been
transferred pursuant to a Registration Statement filed pursuant to Rule 415 of the Securities Act
or another Registration Statement covering such shares of Preferred Stock, Warrants or shares of
Common Stock which has been filed with the Commission pursuant to the Securities Act, in either
case after such Registration Statement has become effective and while such Registration Statement
is effective under the Securities Act; (ii) has been transferred pursuant to Rule 144 (or any
similar provision then in force); (iii) may be sold or transferred pursuant to Rule 144 (or any
successor provision promulgated by the Commission); or (iv) ceases to be outstanding.




          “Trustee” has the meaning set forth in the recitals to this Agreement.




          “Valid Business Reason” has the meaning set forth in Section 3(a) of this Agreement.




          “Warrant Registration Statement” has the meaning set forth in the definition of
Registration Default.




          “Warrant Share Registration Statement” has the meaning set forth in the definition of
Registration Default.




          2. GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT.




               (a) Grant of Rights. The Company hereby grants registration rights to the Designated Holders upon
the terms and conditions set forth in this Agreement.



               (b) Registrable Securities. For the purposes of this Agreement, Registrable Securities held by
any Designated Holder will cease to be Registrable Securities, when (i) a Registration Statement
covering such Registrable Securities has been declared effective under the Securities Act by the
Commission and such Registrable Securities have been disposed of pursuant to such effective
Registration Statement (except as provided by Section 2(d)), (ii) the entire amount of the
Registrable Securities held by any Designated



Page 10 of 38









 




Holder may be sold in a single sale, in the opinion of counsel reasonably satisfactory to the
Company, without any limitation as to volume pursuant to Rule 144 (or any successor rule or
regulation) under the Securities Act or (iii) they have ceased to be outstanding.




               (c) Holders of Registrable Securities. A Person is deemed to be a holder of Registrable
Securities whenever such Person owns of record Registrable Securities, or holds an option to
purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities
whether or not such acquisition or conversion has actually been effected. If the Company receives
conflicting instructions, notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company may act upon the basis of the instructions, notice or election
received from the registered owner of such Registrable Securities. Registrable Securities issuable
upon exercise of an option or upon conversion of another security, whether or not currently
exercisable, shall be deemed outstanding for the purposes of this Agreement.



               (d) Transfer of Registration Rights.



                    (i) Each Designated Holder may transfer or pledge Registrable Securities with the associated
registration rights under this Agreement (including transfers occurring by operation of law or by
reason of intestacy) to a Permitted Assignee, Affiliate of such Permitted Assignee or pledgee
(“Pledgee”) only if (1) subject to the penultimate sentence of this Section 2(d), such
Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Holder by the
provisions of this Agreement and (2) immediately following such transfer or pledge, the further
disposition of such Registrable Securities by such Permitted Assignee or Pledgee would be
restricted under the Securities Act and the entire amount of all such Registrable Securities could
not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company,
without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation)
under the Securities Act. Upon any transfer of Registrable Securities other than as set forth in
this Section 2(d), such securities shall no longer constitute Registrable Securities, except that
any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which
Registrable Securities are not ultimately disposed of by the Designated Holder pursuant to such
pledge or Hedging Transaction shall, to the extent such Registrable Securities remain “restricted
securities” under the Securities Act, be deemed to remain “Registrable Securities” notwithstanding
the release of such pledge or the completion of such Hedging Transaction.



                    (ii) If a Designated Holder assigns its rights under this Agreement in connection with the
transfer of less than all of its Registrable Securities, the Designated Holder shall retain its
rights under this Agreement with respect to its remaining Registrable Securities. If a Designated
Holder assigns its rights under this Agreement in connection with the transfer of all of its
Registrable Securities, such Designated Holder shall have no further rights or obligations under
this Agreement, except under Section 8 hereof in respect of offerings in which it participated.



Page 11 of 38









 





          3. DEMAND REGISTRATION.




               (a) Request for Demand Registration. Any Adelson Holder or Adelson Holders (each, an
“Initiating Holder”) may make a written request to the Company to register, and the Company
shall register, under the Securities Act (other than pursuant to a Registration Statement on Form
S-4 or S-8 or any successor form thereto) (a “Demand Registration”) the number of
Registrable Securities stated in such request; provided, however, that the Company
shall not be obligated to effect (i) a Demand Registration if the Initiating Holders, together with
the Designated Holders (other than the Initiating Holders) which have requested to register
securities in such registration pursuant to Section 3(b), propose to sell their Registrable
Securities at an aggregate price (calculated based upon the Market Price of the Registrable
Securities on the last date on which the Company could receive requests for inclusion in such
Demand Registration under Section 3(b)) to the public of less than $20,000,000, (ii) any such
Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the
Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) any such Demand
Registration within ninety (90) days after the effective date of any other Registration Statement
of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form
thereto or an “automatic shelf registration” on Form S-3). If the Board of Directors, in its good
faith judgment, determines that any registration of Registrable Securities should not be made or
continued because it would materially interfere with any material financing, acquisition, corporate
reorganization or merger or other material transaction involving the Company (a “Valid Business
Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand
Registration until such Valid Business Reason no longer exists, but in no event for more than
forty-five (45) days after the date when the Demand Registration was requested or, if later, after
the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed
relating to a Demand Registration, the Company, upon the approval of a majority of the Board of
Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated
or may postpone amending or supplementing such Registration Statement (in which case, if the Valid
Business Reason no longer exists or if more than forty-five (45) days have passed since such
withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The
Company shall give written notice of its determination to postpone or withdraw a Registration
Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no
longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to
the contrary contained herein, the Company may not postpone or withdraw a filing under this Section
3(a) more than once in any six (6) month period. Each request for a Demand Registration by the
Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the
intended method of disposition thereof.



               (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the
Designated Holders (other than Initiating Holders which have requested a registration under Section
3(a)) may offer its Registrable Securities under any Demand Registration pursuant to this Section
3. Within five (5) days after the receipt of a request for a Demand Registration from an
Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated
Holders (other than Initiating Holders which



Page 12 of 38









 




have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in
such registration all of the Registrable Securities held by such Designated Holders from whom the
Company has received a written request for inclusion therein within ten (10) days of the date on
which the Company sent the written notice referred to in clause (i) above. Each such request by
such Designated Holder shall specify the number of Registrable Securities proposed to be
registered. The failure of any Designated Holder to respond within such 10-day period referred to
in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this
Section 3(b) with respect to such Demand Registration. Any Designated Holder may waive its rights
under this Section 3(b) prior to the expiration of such 10-day period by giving written notice to
the Company.




               (c) Effective Demand Registration. The Company shall use its commercially reasonable efforts to
cause any such Demand Registration to become effective not later than the later of (i) ninety (90)
days after it receives a request under Section 3(a) hereof and (ii) 90 days after the effective
date of any other Registration Statement of the Company (other than a Registration Statement on
Form S-4 or S-8 or any successor form thereto or an “automatic shelf registration” on Form S-3)
that had been filed but not yet declared effective at the time such Demand Registration was made,
in each case, subject to obtaining all required approvals from all applicable gaming authorities,
and to remain continuously effective for the lesser of (i) the period during which all Registrable
Securities registered in the Demand Registration are sold or (ii) 120 days.



               (d) Expenses. Except as provided in Section 8(d), the Company shall pay all Registration Expenses
in connection with a Demand Registration, whether or not such Demand Registration becomes
effective.



               (e) Underwriting Procedures. If the Initiating Holders so elect, the Company shall use its
commercially reasonable efforts to cause such Demand Registration to be in the form of a firm
commitment underwritten offering and the managing underwriter or underwriters selected for such
offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection
with any Demand Registration under this Section 3 involving an underwritten offering, none of the
Registrable Securities held by any Designated Holder making a request for inclusion of such
Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten
offering unless such Designated Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as set
forth below. If the Approved Underwriter advises the Company that the aggregate amount of such
Registrable Securities requested to be included in such offering is sufficiently large to have a
material adverse effect on the success of such offering, then the Company shall include in such
registration, to the extent of the amount that the Approved Underwriter believes may be sold
without causing such material adverse effect, first, such number of Registrable Securities
of the Designated Holders participating in the offering, which Registrable Securities shall be
allocated pro rata among such Designated Holders participating in the offering (on an as converted
basis), based on the number of Registrable Securities held by each such Designated Holder,
second, any other securities of the Company requested by holders thereof to be included in
such registration, which such securities shall be allocated pro rata among such



Page 13 of 38









 




stockholders, based on the number of the Company’s securities held by each such stockholder,
and third, securities offered by the Company for its own account.




               (f) Selection of Underwriters. If any Demand Registration or S-3 Registration, as the case may
be, of Registrable Securities is in the form of an underwritten offering, the Company shall select
and obtain one or more investment banking firms of national reputation to act as the managing
underwriter or underwriters of the offering; provided, however, that such firm
shall, in any case, also be approved by the Initiating Holders or S-3 Initiating Holders, as the
case may be, such approval not to be unreasonably delayed or withheld. Notwithstanding the
foregoing, if any S-3 Registration of Registrable Securities is in the form of a Hedging
Transaction, the S-3 Initiating Holders shall select and obtain an investment banking firm of
national reputation to act as the managing underwriter (or the equivalent position) of the Hedging
Transaction; provided, however, that such firm shall, in any case, also be approved
by the Company, such approval not to be unreasonably delayed or withheld. An investment banking
firm or firms selected pursuant to this Section 3(f) shall be referred to as the “Approved
Underwriter” in this Agreement.



               (g) Withdrawal. An Initiating Holder shall be entitled to withdraw or revoke a request for a
Demand Registration without the prior written consent of the Company if (i) as a result of facts or
circumstances arising after the date on which such request was made relating to the Company or to
market conditions, such Initiating Holder reasonably determines that participation in such
registration would have a material adverse effect on such Initiating Holder or (ii) if the Closing
Price declines by more than ten percent (10%) from the date the Initiating Holder or Holders
requested such Demand Registration (a “Permitted Withdrawal”). An Initiating Holder shall
also be entitled to withdraw or revoke a request for a Demand Registration, notwithstanding that
such withdrawal or revocation does not constitute a Permitted Withdrawal; provided, that, in such
case, (i) the Initiating Holder receives the prior written consent of the Company to such
withdrawal or (ii) the Initiating Holder pays all fees and expenses incurred by the Company in
connection with such withdrawn registration. Any withdrawal of or revocation of a request for any
Demand Registration by an Initiating Holder under this Section 3(g) (including the following
sentence) shall constitute and effect an automatic withdrawal by all other Initiating Holders and
by any Designated Holder participating in such Demand Registration pursuant to the provisions of
Section 3(b). In addition, immediately upon determination of the price at which such Registrable
Securities are to be sold, if such price is below the price which any Designated Holder
participating in the Demand Registration finds acceptable, such Designated Holder shall then have
the right, by written notice to the Company, to withdraw its Registrable Securities from being
included in such Registration Statement.



          4. INCIDENTAL OR “PIGGY-BACK” REGISTRATION.




               (a) Request for Incidental Registration. If the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering by the Company for its own account (other than
a Registration Statement on Form S-4 or S-8 or any successor form thereto) or for the account of
any stockholder of the Company other than Designated Holders pursuant to Sections 3 and 5 hereof,
then the Company shall give



Page 14 of 38









 




written notice of such proposed filing to each of the Designated Holders at least twenty (20)
days before the anticipated filing date, which notice shall describe the proposed registration and
distribution and offer such Designated Holders the opportunity to register the number of
Registrable Securities that each such Designated Holder may request (an “Incidental
Registration”). The Company shall use its commercially reasonable efforts (within twenty (20)
days of the notice provided for in the preceding sentence) to cause the managing underwriter or
underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to
permit each of the Designated Holders who has requested in writing to participate in the Incidental
Registration pursuant to this Section 4(a) to include its Registrable Securities in such offering
on the same terms and conditions as the securities of the Company or the account of such other
stockholder, as the case may be, included therein. Prior to the effective date of the Registration
Statement with respect to which such Incidental Registration has been requested, immediately upon
determination of the price at which such Registrable Securities are to be sold, if such price is
below the price which any Designated Holder who requested to participate in the Incidental
Registration finds acceptable, such Designated Holder shall then have the right, by written notice
to the Company, to withdraw its request to have its Registrable Securities included in such
Registration Statement. Any withdrawal of the Registration Statement by the Company for any
reason shall constitute and effect an automatic withdrawal of any Incidental Registration related
thereto. In connection with any Incidental Registration under this Section 4(a) involving an
underwritten offering, the Company shall not be required to include any Registrable Securities in
such underwritten offering unless the Designated Holders thereof accept the terms of the
underwritten offering as agreed upon between the Company, such other stockholders, if any, and the
Company Underwriter, and then only in such quantity as set forth below. If the Company Underwriter
determines that the registration of all or part of the securities that have been requested to be
included would materially adversely affect the success of such offering, then the Company shall be
required to include in such Incidental Registration, to the extent of the amount that the Company
Underwriter believes may be sold without causing such material adverse effect, first, all
of the securities to be offered for the account of the Company, in the case of a Company initiated
Incidental Registration, or the stockholders who have requested such Incidental Registration, in
the case of a stockholder initiated Incidental Registration, second, such number of
Registrable Securities of the Designated Holders requested to be included in such offering, which
Registrable Securities shall be allocated pro rata among such Designated Holders participating in
the offering (on an as converted basis), based on the number of Registrable Securities held by each
such Designated Holder, and third, any other securities of the Company requested by the
Company or stockholders to be included in such offering. The Majority Designated Holders may waive
any right to participate in an Incidental Registration under this Section 4(a) in respect of any
registration on behalf of all holders of Registrable Securities.




               (b) Expenses. Except as provided in Section 8(d), the Company shall bear all Registration
Expenses in connection with any Incidental Registration pursuant to this Section 4, whether or not
such Incidental Registration becomes effective.



Page 15 of 38









 





          5. FORM S-3 REGISTRATION.




               (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3
(or any successor form thereto) under the Securities Act in connection with a public offering of
its securities, in the event that the Company shall receive from (x) any Adelson Holder or Adelson
Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating
Holders”) a written request that the Company register under the Securities Act on Form S-3 (or
any successor form then in effect) (an “S-3 Registration”) all or a portion of the
Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice
of such request to all of the other Designated Holders (other than S-3 Initiating Holders which
have requested an S-3 Registration under this Section 5(a)) at least twenty (20) days before the
anticipated filing date of such Form S-3, which notice shall describe the proposed registration and
offer such other Designated Holders the opportunity to register the number of Registrable
Securities that each such Designated Holder may request in writing to the Company, given within ten
(10) days of the date on which the Company sent the written notice of such registration. Each
request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the
Registrable Securities proposed to be sold and the intended method of disposition thereof; provided
that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a
firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall,
subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3
Initiating Holders and the Designated Holders (who have requested in writing to participate in such
registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating
Holders included therein) and (ii) use its commercially reasonable efforts to cause such
registration pursuant to this Section 5(a) to become and remain effective as soon as practicable
but in no event earlier than 90 days after the effective date of any other Registration Statement
of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form
thereto or an “automatic shelf registration” on Form S-3) that had been filed with the Commission
but not yet declared effective at the time such registration was requested, subject to obtaining
all required approvals from all applicable gaming authorities. Notwithstanding the foregoing,
immediately upon determination of the price at which such Registrable Securities are to be sold in
a S-3 Registration that is a firm commitment underwritten offering, if such price is below the
price which any Designated Holder participating in the S-3 Registration finds acceptable, such
Designated Holder shall then have the right, by written notice to the Company, to withdraw its
Registrable Securities from being included in such offering; provided, that such a withdrawal by
any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all
other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.



               (b) Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall
use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5
to be in the form of a firm commitment underwritten offering and the managing underwriter or
underwriters selected for such offering shall be the Approved Underwriter selected in accordance
with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be



Page 16 of 38









 




required to include any Registrable Securities in such underwritten offering unless the Designated
Holders thereof accept the terms of the underwritten offering as agreed upon between the Company,
the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set
forth below. If the Approved Underwriter believes that the registration of all or part of the
Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have
requested to be included would materially adversely affect the success of such public offering,
then the Company shall be required to include in the underwritten offering, to the extent of the
amount that the Approved Underwriter believes may be sold without causing such material adverse
effect, first, such number of Registrable Securities of the Designated Holders requested to
be included in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable
Securities shall be allocated pro rata among such Designated Holders participating in the offering
(on an as converted basis), based on the number of Registrable Securities held by such Designated
Holder, and second, any other securities of the Company requested by the Company or other
stockholders to be included in such registration.




               (c) Limitations on Form S-3 Registrations. If the Board of Directors has a Valid Business Reason,
the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until
such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days
after the date when the S-3 Registration was requested or, if later, after the occurrence of the
Valid Business Reason and (y) in case a Registration Statement has been filed relating to a S-3
Registration, the Company, upon the approval of a majority of the Board of Directors, may cause
such Registration Statement to be withdrawn and its effectiveness terminated or may postpone
amending or supplementing such Registration Statement (in which case, if the Valid Business Reason
no longer exists or if more than forty-five (45) days have passed since such withdrawal or
postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of such
Registration Statement or a new S-3 Registration). The Company shall give written notice of its
determination to postpone or withdraw a Registration Statement and of the fact that the Valid
Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after
the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may
not postpone or withdraw a filing, under either this Section or Section 3(a), due to a Valid
Business Reason more than once in any six (6) month period. In addition, the Company shall not be
required to effect any registration pursuant to Section 5(a), (i) within ninety (90) days after the
effective date of any other Registration Statement of the Company (other than a Registration
Statement on Form S-4 or S-8 or any successor form thereto or an “automatic shelf registration” on
Form S-3), (ii) if the Specified Holders are the S-3 Initiating Holders and a Registration
Statement on Form S-3 has previously been requested by the Specified Holders under Section 5(a) and
declared effective (subject to the first sentence of this Section 5(c)), (iii) if Form S-3 is not
available for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders,
together with the Designated Holders (other than S-3 Initiating Holders which have requested an S-3
Registration under Section 5(a)) registering Registrable Securities in such registration, propose
to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price
of the Registrable Securities on the last date on which the Company could receive requests for
inclusion in such S-3 Registration under Section 5(a)) to the public of less than $20,000,000



Page 17 of 38









 




(except with respect to a S-3 Registration requested by the Specified Holders in which all of the
Registrable Securities held by the Specified Holders are registered).




               (d) Expenses. Except as provided in Section 8(d), the Company shall bear all Registration
Expenses in connection with any S-3 Registration pursuant to this Section 5, whether or not such
S-3 Registration becomes effective.



          6. HEDGING TRANSACTIONS.




               (a) In any S-3 Registration, the S-3 Initiating Holders may elect to engage in a Hedging
Transaction. The Company agrees that, in connection with any proposed Hedging Transaction, if, in
the reasonable judgment of a firm of legal counsel designated by the Majority Designated Holders
(after good-faith consultation with counsel to the Company), it is necessary or desirable to
register under the Securities Act such Hedging Transaction or sales or transfers (whether short or
long) of Registrable Securities in connection therewith, then the Company shall use all
commercially reasonable efforts to file a Registration Statement on Form S-3 as may reasonably be
required to register such Hedging Transactions or sales or transfers of Registrable Securities in
connection therewith under the Securities Act in a manner consistent with the rights and
obligations of the Company hereunder with respect to the registration of Registrable Securities.
Any information regarding the Hedging Transaction included in a Registration Statement or
Prospectus pursuant to this Section 6(a) shall be deemed to be information provided by the
Designated Holders selling Registrable Securities pursuant to such Registration Statement for
purposes of Section 9.



               (b) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate
thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required
to provide customary indemnities to the Company regarding the Plan of Distribution and like
matters.



               (c) The Company further agrees to include, under the caption “Plan of Distribution” (or the
equivalent caption), in each Registration Statement and any related prospectus (to the extent such
inclusion is permitted under applicable Commission regulations and is consistent with comments
received from the Commission during any Commission review of the Registration Statement), language
substantially in the form of Annex A hereto, and to include in each prospectus supplement filed in
connection with any proposed Hedging Transaction language mutually agreed upon by the Company, the
relevant Designated Holder and the Hedging Counterparty describing such Hedging Transaction.



          7. HOLDBACK AGREEMENTS.




               (a) Restrictions on Public Sale by Designated Holders.



                    (i) To the extent requested by the Approved Underwriter or the Company Underwriter, as the
case may be, in the case of an underwritten public offering, each Designated Holder (other than any
Pledgee or Hedging Counterparty), agrees (x) not to effect any public sale or distribution of any
Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a



Page 18 of 38









 




sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act, or offer
to sell, contract to sell (including without limitation any short sale), grant any option to
purchase or enter into any hedging or similar transaction with the same economic effect as a sale
of any Registrable Securities and (y) except as otherwise consented to by the Company, not to make
any request for a Demand Registration or S-3 Registration under this Agreement during the period
beginning on the effective date of any Registration Statement relating to a registration in which
Designated Holders of Registrable Securities are participating and ending on the ninetieth
(90th) day following the actual effective date of such Registration Statement, or such
other period (not to extend past 180 days after such effective date), if any, mutually agreed upon
by such Designated Holder and the requesting party (except as part of such registration). In
connection with the Initial Public Offering, in lieu of the foregoing provisions of this Section
7(a), each Designated Holder shall comply with the terms of its Lock-up Agreement.




                    (ii) Notwithstanding anything herein to the contrary, no Pledgee or Hedging Counterparty shall
be required to agree to any restriction on its ability to trade in any securities, including the
restrictions set forth in this Section 7(a). The Designated Holders hereby agree that they shall
act in good faith with respect to the restrictions set forth in Section 7(a) and shall take no
action or omit to take any action with the intention of circumventing or evading the restrictions
applicable to them under this 7(a).



               (b) Restrictions on Public Sale by the Company. Unless the Company shall have received the prior
written consent of an Adelson Holder or Adelson Holders, in each case holding a majority of the
aggregate Registrable Securities held by all Adelson Holders, the Company agrees not to effect any
public sale or distribution of any of its securities, or any securities convertible into or
exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or
S-8 or any successor form thereto), during the period beginning on the effective date of any
Registration Statement relating to a registration in which the Designated Holders of Registrable
Securities are participating and ending on the earlier of (i) the date on which all Registrable
Securities registered on such Registration Statement are sold and (ii) 90 days after the actual
effective date of such Registration Statement (except as part of such registration).



          8. REGISTRATION PROCEDURES.




               (a) Obligations of the Company. Whenever registration of Registrable Securities has been
requested pursuant to Section 3, Section 4, or Section 5 of this Agreement, the Company shall use
its commercially reasonable efforts to effect the registration and sale of such Registrable
Securities in accordance with the intended method of distribution thereof as quickly as
practicable, and in connection with any such request, the Company shall, as expeditiously as
possible:



                    (i) prepare and file with the Commission (as promptly as practicable, but in any event not
later than ninety (90) days after receipt of a request to file a Registration Statement with
respect to Registrable Securities) a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of such Registrable Securities in



Page 19 of 38









 




accordance with the intended method of distribution thereof, and cause such Registration Statement
to become effective; provided, however, that (x) before filing a Registration
Statement or prospectus or any amendments or supplements thereto, the Company shall provide one
firm of legal counsel selected by the Designated Holders holding a majority of the Registrable
Securities being registered in such registration (“Holders’ Counsel”) and any other
Inspector (as hereinafter defined) with an opportunity to review and comment on such Registration
Statement and each prospectus included therein (and each amendment or supplement thereto) to be
filed with the Commission, subject to such documents being under the Company’s control, and (y) the
Company shall notify the Holders’ Counsel and each seller of Registrable Securities of any stop
order issued or threatened by the Commission and take all reasonable actions required to prevent
the entry of such stop order or to remove it if entered;




                    (ii) prepare and file with the Commission such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for the lesser of (x) 120 days (except in the case of a
registration filed pursuant to Rule 415 of the Securities Act or any successor rule or regulation)
and (y) such shorter period which will terminate when all Registrable Securities covered by such
Registration Statement have been sold, and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the sellers thereof set forth in
such Registration Statement;



                    (iii) furnish to each seller of Registrable Securities such number of copies of such
Registration Statement, each amendment and supplement thereto (in each case including all exhibits
thereto), and the prospectus included in such Registration Statement (including each preliminary
prospectus) and any prospectus filed under Rule 424 under the Securities Act (or any successor rule
or regulation) as each such seller may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such seller;



                    (iv) register or qualify such Registrable Securities under such other securities or “blue sky”
laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to
continue such qualification in effect in such jurisdiction for as long as permissible pursuant to
the laws of such jurisdiction, or for as long as any such seller requests or until all of such
Registrable Securities are sold, whichever is shortest, and do any and all other acts and things
which may be reasonably necessary or advisable to enable any such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such seller;
provided, however, that the Company shall not be required to (x) qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this
Section 8(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z) consent to general
service of process in any such jurisdiction;



                    (v) notify each seller of Registrable Securities at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon discovery that, or upon the
happening of any event as a result of which, the prospectus included in such Registration Statement contains an untrue statement of a material fact or



Page 20 of 38









 




omits to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading and the Company
shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller of
Registrable Securities a reasonable number of copies of such supplement to or an amendment of such
prospectus as may be necessary so that, after delivery to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;




                    (vi) enter into and perform customary agreements (including an underwriting agreement in
customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided
in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities, including causing its officers to participate in “road shows” and other information
meetings organized by the Approved Underwriter or Company Underwriter;



                    (vii) make available at reasonable times for inspection by any managing underwriter or
broker/dealer participating in any disposition of such Registrable Securities pursuant to a
Registration Statement, any attorney retained by any such managing underwriter or broker/dealer and
Holders’ Counsel (each, an “Inspector” and collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of the Company and its
subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’
officers, directors and employees, and the independent public accountants of the Company, to supply
all information reasonably requested by any such Inspector in connection with such Registration
Statement. Records that the Company determines, in good faith, to be confidential and which it
notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the
Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall
so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to
avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such
Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction
after exhaustion of all appeals therefrom or (z) the information in such Records was known to the
Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made
generally available to the public. Each seller of Registrable Securities agrees that it shall,
upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential. In the event that the Company is
unsuccessful in preventing the disclosure of such Records, such seller agrees that it shall furnish
only portion of those Records which it is advised by counsel is legally required and shall exercise
all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to
those Records;



Page 21 of 38









 





                    (viii) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters
dated the effective date of the Registration Statement and the date of the closing under the
underwriting agreement from the Company’s independent public accountants in customary form and
covering such matters of the type customarily covered by “cold comfort” letters as the managing
underwriter reasonably requests;



                    (ix) furnish, at the request of any seller of Registrable Securities on the date such
securities are delivered to the underwriters for sale pursuant to such registration or, if such
securities are not being sold through underwriters, on the date the Registration Statement with
respect to such securities becomes effective, an opinion, dated such date, of counsel representing
the Company for the purposes of such registration, addressed to the underwriters, if any, and to
the seller making such request, covering such legal matters with respect to the registration in
respect of which such opinion is being given as the underwriters, if any, and such seller may
reasonably request and are customarily included in such opinions;



                    (x) comply with all applicable rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable but no later than fifteen (15) months after
the effective date of the Registration Statement, an earnings statement covering a period of twelve
(12) months beginning after the effective date of the Registration Statement, in a manner which
satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;



                    (xi) cause all such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed, provided that the applicable
listing requirements are satisfied;



                    (xii) cooperate with each seller of Registrable Securities and each underwriter participating
in the disposition of such Registrable Securities and their respective counsel in connection with
any filings required to be made with the NASD;



                    (xiii) use its commercially reasonable efforts to cause the Registrable Securities covered by
such Registration Statement to be registered with or approved by such other governmental agencies
or authorities, including but not limited to gaming authorities, as may be reasonably necessary by
virtue of the business and operations of the Company to enable the seller or sellers of Registrable
Securities to consummate the disposition of such Registrable Securities; and



                    (xiv) take all other steps reasonably necessary to effect the registration of the Registrable
Securities contemplated hereby and reasonably cooperate with the holders of such Registrable
Securities to facilitate the disposition of such Registrable Securities pursuant thereto.



               (b) Seller Information. The Company may require each seller of Registrable Securities as to which
any registration is being effected to furnish, and such seller shall furnish, to the Company such
information required to be included in such Registration Statement by applicable securities laws or
otherwise necessary or desirable in connection with



Page 22 of 38









 




the disposition of such Registrable Securities as the Company may from time to time reasonably
request in writing. If any seller of Registrable Securities fails to provide such information
required to be included in such Registration Statement by applicable securities laws or otherwise
necessary or desirable in connection with the disposition of such Registrable Securities in a
timely manner after written request therefor, the Company may exclude such seller ‘s Registrable
Securities from a registration under Sections 3, 4 or 5 hereof. Each Designated Holder shall
promptly furnish to the Company in writing all information required to be disclosed in order to
make the information previously furnished to the Company for use in connection with any such
Registration Statement by such Designated Holder not materially misleading or necessary to cause
such Registration Statement not to omit a material fact with respect to such Designated Holder
necessary in order to make the statements therein not misleading.




               (c) Notice to Discontinue. Each Designated Holder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 8(a)(v), such Designated
Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such Designated Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by Section 8(a)(v) and, if so
directed by the Company, such Designated Holder shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Designated Holder’s possession,
of the prospectus covering such Registrable Securities which is current at the time of receipt of
such notice. If the Company shall give any such notice, the Company shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this Agreement
(including, without limitation, the period referred to in Section 8(a)(ii)) by the number of days
during the period from and including the date of the giving of such notice pursuant to Section
8(a)(v) to and including the date when sellers of such Registrable Securities under such
Registration Statement shall have received the copies of the supplemented or amended prospectus
contemplated by and meeting the requirements of Section 8(a)(v).



               (d) Registration Expenses. The Company shall pay all expenses arising from or incident to its
performance of, or compliance with, this Agreement, including, without limitation, (i) Commission,
stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred in
complying with State securities or “blue sky” laws (including reasonable fees, charges and
disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications
of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all
printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the
Company and of its independent public accountants and any other accounting fees, charges and
expenses incurred by the Company (including, without limitation, any expenses arising from any
“cold comfort” letters or any special audits incident to or required by any registration or
qualification) and, if any Adelson Holder is participating in the registration, the reasonable
legal fees, charges and expenses of one law firm designated by the holders of a majority of the
Registrable Securities participating in any registration incurred by the Designated Holders in any
such registration and (v) any liability insurance or other premiums for insurance obtained in
connection with



Page 23 of 38









 




any Demand Registration or piggy-back registration thereon, Incidental Registration or S-3
Registration pursuant to the terms of this Agreement, regardless of whether such Registration
Statement is declared effective. All of the expenses described in the preceding sentence of this
Section 8(d) are referred to herein as “Registration Expenses.” The Designated Holders of
Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any
broker’s commission or underwriter’s discount or commission relating to registration and sale of
such Designated Holders’ Registrable Securities and shall, other than as set forth in clause (iv)
above, bear the fees and expenses of their own counsel. Notwithstanding the foregoing, each
Designated Holder (other than the Adelson Holders) agrees to pay or reimburse the Company for its
pro rata portion of all Registration Expenses for any registration in which its Registrable
Securities are included (based upon the number of Registrable Securities included in such
registration (on an as converted basis)) and agrees that such expenses may be withheld by the
Company from the offering proceeds payable to such Designated Holder.




          9. INDEMNIFICATION; CONTRIBUTION.




               (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each
Designated Holder, its partners, directors, officers, affiliates, members, employees, trustees and
each Person who controls (within the meaning of Section 15 of the Securities Act) such Designated
Holder from and against any and all losses, claims, damages, liabilities and expenses (each, a
“Liability” and collectively, “Liabilities”), arising out of or based upon any
untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement,
prospectus or preliminary prospectus or notification or offering circular (as amended or
supplemented if the Company shall have furnished any amendments or supplements thereto) or arising
out of or based upon any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading under the
circumstances such statements were made, except insofar as such Liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged omission contained in
such Registration Statement, preliminary prospectus or final prospectus in reliance and in
conformity with information concerning such Designated Holder furnished in writing to the Company
by such Designated Holder expressly for use therein, including, without limitation, the information
furnished to the Company pursuant to Sections 8(b) and 9(b). The Company shall also provide
customary indemnities to any underwriters of the Registrable Securities, their officers, directors
and employees and each Person who controls such underwriters (within the meaning of Section 15 of
the Securities Act) to the same extent as provided above with respect to the indemnification of the
Designated Holders of Registrable Securities.



               (b) Indemnification by Designated Holders. Each Designated Holder agrees severally to indemnify
and hold harmless the Company, the other Designated Holders who participate in the Registration
Statement, any underwriter retained by the Company and each Person who controls the Company, the
other Designated Holders who participate in the Registration Statement or such underwriter (within
the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from
the Company to the Designated Holders (including indemnification of their respective partners,



Page 24 of 38









 




directors, officers, members, employees and trustees), but only to the extent that Liabilities arise out
of or are based upon a statement or alleged statement or an omission or alleged omission that was
made in reliance upon and in conformity with information with respect to such Designated Holder
furnished in writing to the Company by such Designated Holder expressly for use in such
Registration Statement or prospectus, including, without limitation, the information furnished to
the Company pursuant to Section 8(b) and this Section 9(b); provided, however, that
the total amount to be indemnified by such Designated Holder pursuant to this Section 9(b) shall be
limited to the net proceeds received by such Designated Holder in the offering to which the
Registration Statement or prospectus relates.




               (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification or
contribution hereunder (the “Indemnified Party”) agrees to give prompt written notice to
the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified
Party of any written notice of the commencement of any action, suit, proceeding or investigation or
threat thereof made in writing for which the Indemnified Party intends to claim indemnification or
contribution pursuant to this Agreement; provided, however, that the failure so to
notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may
have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party is
materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such
failure). If notice of commencement of any such action is given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may
wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party. Each Indemnified Party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel shall
be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the
Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory
to the Indemnified Party or (iii) the named parties to any such action (including any impleaded
parties) include both the Indemnifying Party and the Indemnified Party and such parties have been
advised by such counsel that either (x) representation of such Indemnified Party and the
Indemnifying Party by the same counsel would be inappropriate under applicable standards of
professional conduct or (y) there may be one or more legal defenses available to the Indemnified
Party which are different from or additional to those available to the Indemnifying Party. In any
of such cases, the Indemnifying Party shall not have the right to assume the defense of such action
on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party
shall not be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all Indemnified Parties and all such expenses
shall be reimbursed as incurred. No Indemnifying Party shall be liable for any settlement entered
into without its written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of
any pending or threatened proceeding in respect of which such Indemnified Party is a party and
indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability for claims that are the subject
matter of such proceeding. Notwithstanding the foregoing, if at any time an Indemnified Party
shall



Page 25 of 38









 




have requested the Indemnifying Party to reimburse the Indemnified Party for fees and expenses
of counsel as contemplated by this Section 9, the Indemnifying Party agrees that it shall be liable
for any settlement of any proceeding effected without the Indemnifying Party’s written consent if
(i) such settlement is entered into more than thirty (30) business days after receipt by the
Indemnifying Party of the aforesaid request and (ii) the Indemnifying Party shall not have
reimbursed the Indemnified Party in accordance with such request or contested the reasonableness of
such fees and expenses prior to the date of such settlement.




               (d) Contribution. If the indemnification provided for in this Section 9 from the Indemnifying
Party is unavailable to an Indemnified Party hereunder or insufficient to hold harmless an
Indemnified Party in respect of any Liabilities referred to herein, then each Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the
actions which resulted in such Liabilities, as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the Liabilities referred
to above shall be deemed to include, subject to the limitations set forth in Sections 9(a), 9(b)
and 9(c), any legal or other fees, charges or expenses reasonably incurred by such party in
connection with any investigation or proceeding; provided that the total amount to be contributed
by any Designated Holder shall be limited to the net proceeds received by such Designated Holder in
the offering.



          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 9(d) were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



Page 26 of 38









 







          10. RULE 144. The Company covenants that from and after the IPO Effectiveness Date it shall take
such action as may be required from time to time to enable such Designated Holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time
to time, or (ii) any similar rules or regulations hereafter adopted by the Commission. The Company
shall, upon the request of any Designated Holder, deliver to such Designated Holder a written
statement as to whether it has complied with such requirements.




          11. MISCELLANEOUS.




               (a) Registration Defaults. In the event that a Registration Default shall occur, the Company shall
pay to each holder of the Securities (or Common Stock for which the Warrants have been exercised)
issued to the Adelson Purchaser pursuant to the Securities Purchase and Exchange Agreement (whether
such Securities or Common Stock continue to be held by the Adelson Purchaser or another Adelson
Holder) that are Transfer Restricted Securities during any period in which a Registration Default
has occurred or is continuing in an amount (the “Liquidated Damages”) equal to: (i)
one-half of one percent (50 basis points) per annum on the aggregate Liquidation Preference (as
such term is defined in the Certificate of Designations) in respect of any Preferred Stock
constituting Transfer Restricted Securities then held directly or beneficially by the Adelson
Purchaser or another Adelson Holder for the period up to and including the 90th day during which
such Registration Default has occurred and is continuing; and (ii) one percent (100 basis points)
per annum on the aggregate liquidation preference in respect of the Preferred Stock constituting
Transfer Restricted Securities then held directly or beneficially by the Adelson Purchaser or
another Adelson Holder for the period including and subsequent to the 91st day during which such
Registration Default has occurred and is continuing; provided, however, that in the
event that any such holder only holds Warrants (or Common Stock for which the Warrants have been
exercised) at the time of such Registration Default, Liquidated Damages shall be determined in
accordance with the foregoing clauses (i) or (ii), as the case may be, as though such holder then
holds such amount of Preferred Stock constituting Transfer Restricted Securities as was issued
pursuant to the Securities Purchase and Exchange Agreement in proportion to the amount of Warrants
(or the amount of Warrants the exercise of which yielded the Common Stock) then actually held by
such holder. Following the cure of all Registration Defaults, Liquidated Damages will cease to
accrue with respect to such Registration Defaults. All accrued Liquidated Damages shall be paid by
the Company on a quarterly basis in cash to the date of such cure and Liquidated Damages will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. The parties hereto
agree that the Liquidated Damages provided for in this Section 11(a) constitute a reasonable
estimate of the damages that may be incurred by holders of the Securities (and Common Stock for
which the Warrants have been exercised) by reason of a Registration Default and that such
Liquidated Damages are the only monetary damages available to such holders in the event of a
Registration Default.



               (b) Waiver of Registration Rights with Respect to Certain Offerings.



Page 27 of 38









 





          The Adelson Holders party to this agreement hereby confirm their waiver of registration and
offering rights hereunder with respect to the filing by the Company of its Registration Statement
on Form S-3ASR (File No. 333-155100) on November 6, 2008, and the offering and sale by the Company
of Common Stock, Perpetual Preferred Stock, and Warrants pursuant to the Prospectus Supplement
filed by the Company on November 10, 2008, which offering is closing on the date hereof, it being
understood that such waiver shall not apply to any other registration or offering with respect to
the Common Stock, Preferred Stock, Warrants or any other Registrable Securities.




               (c) Stock Splits, etc. The provisions of this Agreement shall be appropriately adjusted for any
stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring
after the date hereof.



               (d) No Inconsistent Agreements. The Company hereby represents and warrants that it has not
previously entered into any agreement granting registration rights to any Person with respect to
any securities of the Company. The Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Designated Holders in this Agreement
or grant any additional registration rights to any Person or with respect to any securities that
are not Registrable Securities which rights are inconsistent with the rights granted in this
Agreement.



               (e) Remedies. The Designated Holders, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, shall be entitled to specific performance of their
rights under this Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive in any action for specific performance the defense that a remedy at law
would be adequate.



               (f) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless consented to in writing by the Company and Designated
Holders holding more than 50% of the Registrable Securities; provided, however,
that no amendment, modification, supplement, waiver or consent to depart from the provisions hereof
shall be effective if such amendment, modification, supplement, waiver or consent to depart from
the provisions hereof materially and adversely affects the substantive rights or obligations of one
Designated Holder, or group of Designated Holders, without a similar and proportionate effect on
the substantive rights or obligations of all Designated Holders, unless each such
disproportionately affected Designated Holder consents in writing thereto.



               (g) Notices. All notices, demands and other communications provided for or permitted hereunder
shall be made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopier, courier service or
personal delivery.



          All such notices, demands and other communications shall be deemed to have been duly given
when delivered by hand, if personally delivered; when delivered by courier,



Page 28 of 38









 






if delivered by
commercial courier service; five (5) Business Days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. Any party may by
notice given in accordance with this Section 11(e) designate another address or Person for receipt
of notices hereunder.




               (h) Permitted Assignees; Third Party Beneficiaries. This Agreement shall inure to the benefit of
and be binding upon the permitted assignees of the parties hereto as provided in Section 2(d).
Except as provided in Section 9, no Person other than the parties hereto and their permitted
assignees is intended to be a beneficiary of this Agreement.



               (i) Counterparts; Headings.



          This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.




          The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.




               (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.



               (k) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions hereof shall not be in any way impaired.



               (l) Rules of Construction. Unless the context otherwise requires, references to sections or
subsections refer to sections or subsections of this Agreement.



[Agreement Continues on Page 29]





Page 29 of 38









 








               (m) Entire Agreement.



          This Agreement is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no restrictions, promises,
representations, warranties or undertakings, other than those set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings among the parties with respect to
such subject matter.




               (n) Further Assurances. Each of the parties shall execute such documents and perform such further
acts as may be reasonably required or desirable to carry out or to perform the provisions of this
Agreement.



               (o) Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or
release from, any obligations any party hereto may have under, or any restrictions on the transfer
of Registrable Securities or other securities of the Company imposed by, any other agreement.



          IN WITNESS WHEREOF, the undersigned have executed, or
have caused to be executed, this Amended and Restated
Registration Rights Agreement on the date first written
above.




	 	 	 	 	 
	 	/s/
Sheldon G. Adelson	 
	 	Sheldon G. Adelson



SHELDON G. ADELSON 2002

REMAINDER TRUST

 	 
	 	By:  	/s/
Timothy D. Stein	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 



Page 30 of 38









 








          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.




	 	 	 	 	 
	 	SHELDON G. ADELSON 2005 FAMILY TRUST U/D/T DATED APRIL 25,
2005

 	 
	 	By:  	/s/ Sheldon G. Adelson 	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Miriam Adelson 
 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	DR. MIRIAM AND SHELDON G. ADELSON CHARITABLE TRUST U/D/T
DATED DECEMBER 12, 1994

 	 
	 	By:  	/s/ Sheldon G. Adelson 	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	ESBT Y TRUST U/D/T DATED OCTOBER 1, 2002

 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Irwin Chafetz 	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Timothy D. Stein 	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 



[Signature Page to Registration Rights Agreement]





Page 31 of 38









 








          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.




	 	 	 	 	 
	 	ESBT S TRUST U/D/T DATED OCTOBER 1, 2002

 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Irwin Chafetz 	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Timothy D. Stein 	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 
	 	QSST A TRUST U/D/T DATED OCTOBER 1, 2002

 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Irwin Chafetz 	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Timothy D. Stein 	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 



[Signature Page to Registration Rights Agreement]




Page 32 of 38









 








          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.




	 	 	 	 	 
	 	QSST M TRUST U/D/T DATED OCTOBER 1, 2002

 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Irwin Chafetz 	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Timothy D. Stein 	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 
	 	SHELDON G. ADELSON 2004 REMAINDER TRUST U/D/T MAY 31,
2004

 	 
	 	By:  	/s/ Miriam Adelson 	 
	 	 	Dr. Miriam Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Irwin Chafetz 	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Timothy D. Stein 	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 



[Signature Page to Registration Rights Agreement]





Page 33 of 38









 








          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.




	 	 	 	 	 
	 	SHELDON G. ADELSON 2007 TWO YEAR LVS ANNUITY TRUST
U/D/T DATED MAY 1, 2007

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	SHELDON G. ADELSON 2007 THREE YEAR LVS ANNUITY TRUST
U/D/T DATED MAY 1, 2007

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	SHELDON G. ADELSON JULY 2007 TWO YEAR LVS ANNUITY
TRUST U/D/T DATED JULY 30, 2007

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 



[Signature Page to Registration Rights Agreement]





Page 34 of 38









 









     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.



	 	 	 	 	 
	 	SHELDON G. ADELSON JULY 2007 THREE YEAR LVS ANNUITY
TRUST U/D/T DATED JULY 30, 2007

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	SHELDON G. ADELSON APRIL 2008 TWO YEAR LVS ANNUITY
TRUST U/D/T DATED APRIL 1, 2008

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 
	 	SHELDON G. ADELSON APRIL 2008 THREE YEAR LVS ANNUITY
TRUST U/D/T DATED APRIL 1, 2008

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Irwin Chafetz	 
	 	 	Irwin Chafetz 	 
	 	 	Trustee 	 
	 



[Signature Page to Registration Rights Agreement]





Page 35 of 38









 









     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.



	 	 	 	 	 
	 	/s/
Miriam Adelson	 
	 	Dr. Miriam Adelson	 
	 
	 	SHELDON G. ADELSON JULY 2008 TWO YEAR LVS ANNUITY
TRUST U/D/T DATED JULY 28, 2008

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Timothy D. Stein	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 
	 	SHELDON G. ADELSON JULY 2008 THREE YEAR LVS ANNUITY
TRUST U/D/T DATED JULY 28, 2008

 	 
	 	By:  	/s/
Sheldon G. Adelson	 
	 	 	Sheldon G. Adelson 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/
Timothy D. Stein	 
	 	 	Timothy D. Stein 	 
	 	 	Trustee 	 
	 



[Signature Page to Registration Rights Agreement]





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          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amended
and Restated Registration Rights Agreement on the date first written above.




	 	 	 	 	 
	 	LAS VEGAS SANDS CORP.

 	 
	 	By:  	/s/  William P. Weidner	 
	 	 	Name:  	William P. Weidner	 
	 	 	Title:  	President, Chief Operating Officer and Secretary	 
	 



[Signature Page to Registration Rights Agreement]





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Annex A




Plan of Distribution




          A selling stockholder may also enter into hedging and/or monetization transactions. For
example, a selling stockholder may:





	•	 	enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third
party in connection with which that other party will become a selling stockholder and engage
in short sales of our common stock under this prospectus, in which case the other party may
use shares of our common stock received from the selling stockholder to close out any short
position;






	•	 	sell short our common stock under this prospectus and use shares of our common stock held
by the selling stockholder to close out any short position;






	•	 	enter into options, forwards or other transactions that require the selling stockholder to
deliver, in a transaction exempt from registration under the Securities Act, shares of our
common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who
may then become a selling stockholder and publicly resell or otherwise transfer shares of our
common stock under this prospectus;






	•	 	loan or pledge shares of our common stock to a broker-dealer or affiliate of a
broker-dealer or other third party who may then become a selling stockholder and sell the
loaned shares or, in an event of default in the case of a pledge, become a selling stockholder
and sell the pledged shares, under this prospectus; or






	•	 	enter into derivative transactions with third parties, or sell securities not covered by
this prospectus to third parties in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement, including
in short sale transactions. If so, the third party may use securities pledged by the selling
stockholder or borrowed from the selling stockholder or others to settle those sales or to
close out any related open borrowings of stock, and may use securities received from the
selling stockholder in settlement of those derivatives to close out any related open
borrowings of stock. The third party in such sale transactions will be an underwriter and will
be identified in the applicable prospectus supplement (or a post effective amendment).





Annex A to Registration Rights Agreement





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