Exhibit

10.44




 




 




REGISTRATION RIGHTS AGREEMENT




 




 




by and among




 




 




LAS VEGAS SANDS CORP.




 




and the STOCKHOLDERS named therein




 




 


















Dated: 

December    , 2004


















 




 


































TABLE OF

CONTENTS




 




	

  1.


  	

  Definitions


  	

   


  
	

   


  	

   


  	

   


  
	

  2.


  	

  General; Securities Subject to this Agreement


  	

   


  
	

   


  	

  (a)


  	

  Grant of Rights


  	

   


  
	

   


  	

  (b)


  	

  Registrable

  Securities


  	

   


  
	

   


  	

  (c)


  	

  Holders

  of Registrable Securities


  	

   


  
	

   


  	

  (d)


  	

  Transfer of

  Registration Rights


  	

   


  
	

   


  	

   


  	

   


  
	

  3.


  	

  Demand

  Registration


  	

   


  
	

   


  	

  (a)


  	

  Request

  for Demand Registration


  	

   


  
	

   


  	

  (b)


  	

  Incidental

  or “Piggy-Back” Rights with Respect to a Demand Registration


  	

   


  
	

   


  	

  (c)


  	

  Effective Demand

  Registration


  	

   


  
	

   


  	

  (d)


  	

  Expenses


  	

   


  
	

   


  	

  (e)


  	

  Underwriting

  Procedures


  	

   


  
	

   


  	

  (f)


  	

  Selection of Underwriters


  	

   


  
	

   


  	

  (g)


  	

  Withdrawal


  	

   


  
	

   


  	

   


  	

   


  
	

  4.


  	

  Incidental

  or “Piggy-Back” Registration


  	

   


  
	

   


  	

  (a)


  	

  Request for

  Incidental Registration


  	

   


  
	

   


  	

  (b)


  	

  Expenses


  	

   


  
	

   


  	

   


  	

   


  
	

  5.


  	

  Form

  S-3 Registration


  	

   


  
	

   


  	

  (a)


  	

  Request

  for a Form S-3 Registration


  	

   


  
	

   


  	

  (b)


  	

  Form S-3 Underwriting

  Procedures


  	

   


  
	

   


  	

  (c)


  	

  Limitations on

  Form S-3 Registrations


  	

   


  
	

   


  	

  (d)


  	

  Expenses


  	

   


  
	

   


  	

   


  	

   


  
	

  6.


  	

  Hedging

  Transactions


  	

   


  
	

   


  	

   


  	

   


  
	

  7.


  	

  Holdback

  Agreements


  	

   


  
	

   


  	

  (a)


  	

  Restrictions on Public

  Sale by Designated Holders


  	

   


  
	

   


  	

  (b)


  	

  Restrictions

  on Public Sale by the Company


  	

   


  
	

   


  	

   


  	

   


  
	

  8.


  	

  Registration

  Procedures


  	

   


  
	

   


  	

  (a)


  	

  Obligations of the Company


  	

   


  
	

   


  	

  (b)


  	

  Seller

  Information


  	

   


  
	

   


  	

  (c)


  	

  Notice

  to Discontinue


  	

   


  
	

   


  	

  (d)


  	

  Registration

  Expenses


  	

   


  
	

   


  	

   


  	

   


  
	

  9.


  	

  Indemnification;

  Contribution


  	

   


  
	

   


  	

  (a)


  	

  Indemnification by the

  Company


  	

   


  
	

   


  	

  (b)


  	

  Indemnification

  by Designated Holders


  	

   


  
	

   


  	

  (c)


  	

  Conduct of

  Indemnification Proceedings


  	

   


  





 




i


































	

   


  	

  (d)


  	

  Contribution


  	

   


  
	

   


  	

   


  	

   


  
	

  10.


  	

  Rule 144


  	

   


  
	

   


  	

   


  	

   


  
	

  11.


  	

  Miscellaneous


  	

   


  
	

   


  	

  (a)


  	

  Stock Splits, etc.


  	

   


  
	

   


  	

  (b)


  	

  No Inconsistent Agreements


  	

   


  
	

   


  	

  (c)


  	

  Remedies


  	

   


  
	

   


  	

  (d)


  	

  Amendments

  and Waivers


  	

   


  
	

   


  	

  (e)


  	

  Notices


  	

   


  
	

   


  	

  (f)


  	

  Permitted

  Assignees; Third Party Beneficiaries


  	

   


  
	

   


  	

  (g)


  	

  Counterparts


  	

   


  
	

   


  	

  (h)


  	

  Headings


  	

   


  
	

   


  	

  (i)


  	

  GOVERNING LAW


  	

   


  
	

   


  	

  (j)


  	

  Severability


  	

   


  
	

   


  	

  (k)


  	

  Rules

  of Construction


  	

   


  
	

   


  	

  (l)


  	

  Entire

  Agreement


  	

   


  
	

   


  	

  (m)


  	

  Further

  Assurances


  	

   


  
	

   


  	

  (n)


  	

  Other

  Agreements


  	

   


  





 




ii




 


































REGISTRATION RIGHTS AGREEMENT




 




REGISTRATION RIGHTS AGREEMENT, dated as of December         ,

2004, by and among Las Vegas Sands Corp., a Nevada corporation (the ”Company”),

and the stockholders that are party to this Agreement from time to time, as set

forth on the signature page hereto.




 




WHEREAS, the Company intends to consummate an

Initial Public Offering (as hereinafter defined);




 




WHEREAS, the parties hereto desire to provide for,

among other things, the grant of registration rights with respect to the

Registrable Securities (as hereinafter defined) in contemplation of such

Initial Public Offering.




 




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 Sheldon G. Adelson

2002 Four Year LVSI Annuity Trust, the Sheldon G. Adelson 2004 Two Year LVSI

Annuity Trust 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.




 


































“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 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 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 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 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.




 




2


































“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;




 




(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.




 




3


































“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.




 




“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.




 




“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.




 




“Other Holders” means collectively William P.

Weidner, the Irrevocable Trust of William P. Weidner, Bradley H. Stone, Robert

G. Goldstein, 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,

siblings, children (including stepchildren and adopted children), childrens’

spouses, grandchildren or grandchildrens’ spouses thereof (“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




 




4


































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).




 




“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),

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.




 




“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.




 




“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.




 




 “Valid

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

Agreement.




 




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.




 




5


































(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 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




 




6


































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.




 




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).  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.




 




7


































(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

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) 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




 




8


































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 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




 




9


































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

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




 




10


































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.




 




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) 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




 




11


































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 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




 




12


































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), (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 (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




 




13


































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 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




 




14


































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 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




 




15


































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

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




 




16


































“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;




 




(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;




 




17


































(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 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




 




18


































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 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




 




19


































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,

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




 




20


































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

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




 




21


































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.




 




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)                                  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.




 




(b)                                 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.




 




(c)                                  Remedies.  The Designated Holders, in addition to being

entitled to exercise all rights granted by law, including recovery of damages,

shall be




 




22


































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.




 




(d)                                 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.




 




(e)                                  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, 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.




 




(f)                                    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.




 




(g)                                 Counterparts.  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.




 




(h)                                 Headings.  The headings in this Agreement are for

convenience of reference only and shall not limit or otherwise affect the

meaning hereof.




 




(i)                                     GOVERNING LAW.  THIS

AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF




 




23


































THE STATE OF NEW YORK, WITHOUT REGARD TO THE

PRINCIPLES OF CONFLICTS OF LAW THEREOF.




 




(j)                                     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.




 




(k)                                  Rules of

Construction. 

Unless the context otherwise requires, references to sections or

subsections refer to sections or subsections of this Agreement.




 




(l)                                     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.




 




(m)                               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.




 




(n)                                 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.




 




[Remainder of page intentionally left blank]




 




24


































IN WITNESS WHEREOF, the undersigned have executed,

or have caused to be executed, this Registration Rights Agreement on the date

first written above.




 




	

   


  	

  LAS VEGAS SANDS CORP.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Sheldon G. Adelson


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  SHELDON G. ADELSON 2002


  
	

   


  	

  REMAINDER TRUST


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Charles D. Forman


  
	

   


  	

   


  	

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Miriam Adelson


  
	

   


  	

   


  	

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  SHELDON G. ADELSON 2002 FOUR YEAR LVSI ANNUITY TRUST


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Charles D. Forman


  
	

   


  	

   


  	

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Sheldon G. Adelson


  
	

   


  	

   


  	

  Trustee


  
				





 


































	

   


  	

  SHELDON G. ADELSON 2004 TWO YEAR


  
	

   


  	

  LVSI ANNUITY TRUST


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Charles D. Forman


  
	

   


  	

   


  	

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Sheldon G. Adelson


  
	

   


  	

   


  	

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  William P. Weidner


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  IRREVOCABLE TRUST OF WILLIAM P.


  WEIDNER


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Bradley H. Stone


  
	

   


  	

   


  	

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Richard Heller


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Bradley H. Stone


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Robert G. Goldstein


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  David Friedman


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Charles D. Forman


  
					





 


































	

   


  	

   


  	

   


  
	

   


  	

  Dan Raviv


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Harry D. Miltenberger


  





 


































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).