York Stock Exchange, (ii)the listing of the Common Stock issuable upon conversion of the Notes on the New York StockExchange, (iii) the receipt of any approval required in connection with the transactionscontemplated by the Note Documents (and the issuance of the Underlying Shares upon conversion ofthe Notes) pursuant to any regulations of the Nevada Gaming Commission, the general laws, specificgaming laws, various regulations and licensing and regulatory control of the Macau government andGaming Inspection and Coordination Bureau, the Pennsylvania Gaming Control Board and the governmentof the State of Pennsylvania, the Singapore Tourism Board and the Singapore government and anyother Governmental Authority charged with regulating any gaming activity conducted by the Companyand (iv) receipt of any approval of any other applicable Governmental Authority necessary inconnection with the transactions contemplated by the Note Documents (and the issuance of theUnderlying Shares upon conversion of the Notes) (including Hart-Scott-Rodino clearance, to theextent necessary) and the expiration of all applicable waiting periods.          “Authorization” has the meaning set forth in Section 3.21 of this Agreement.          “Capital Stock” (i) of any Person that is a corporation, means any and all shares,interests, participations, rights or other equivalents (however designated) of corporate stock; and(ii) of any other Person, means any and all partnership, membership or other equity interests ofsuch Person.          “Code” has the meaning set forth in Section 3.26 of this Agreement.          “Commission” means the Securities and Exchange Commission or any similar agency thenhaving jurisdiction to enforce the Securities Act.          “Common Stock” means the shares of the Company’s common stock, par value $0.001 pershare.          “Consolidated Historical Financial Statements” has the meaning set forth inSection 3.20 of this Agreement.          “Convertibility Date” means the date on which the Company obtains each of the requiredApprovals.          “Credit Agreement” means the Credit and Guarantee Agreement, dated as of May 23, 2007,by and among Las Vegas Sands, LLC, the affiliates of Las Vegas Sands, LLC named therein asguarantors, the lenders party hereto from time to time, The Bank of Nova Scotia, as administrativeagent for the lenders and as collateral agent, Goldman Sachs Credit Partners L.P., Lehman BrothersInc. and Citigroup GlobalMarkets Inc., as joint lead arrangers and joint bookrunners and as syndication agents, andJPMorgan Chase Bank, as documentation agent.          “Effective Stockholder Consent” means the effectiveness of the Stockholder Consentupon the passage of 20 calendar days following the distribution of   Convertible Note Purchase Agreement Page 2 of 26
 

 
the Information Statement to the holders of Common Stock pursuant to Section 5.2hereof and in accordance with the applicable rules and regulations of the Commission.          “Equity Interests” of any Person means (i) Capital Stock of such Person or (ii)warrants or options exercisable for, other securities convertible into or exchangeable for, orother rights to acquire (whether by conversion, exercise, exchange or otherwise) Capital Stock ofsuch Person.          “Environmental Laws” has the meaning set forth in Section 3.28 of thisAgreement.          “ERISA” has the meaning set forth in Section 3.26 of this Agreement.          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rulesand regulations of the Commission thereunder.          “FF&E Agreement” means the Amended and Restated FF&E Credit and Guarantee Agreement,dated as of August 21, 2007, by and among Las Vegas Sands, LLC, as the borrower, certain affiliatesof the borrower as guarantors, the lenders party thereto from time to time, General ElectricCapital Corporation, as administrative agent for the lenders and as collateral agent and GE CapitalMarkets, Inc., as lead arranger and bookrunner.          “Governmental Authority” means the government of any nation, state, city, locality orother political subdivision of any thereof, any entity exercising executive, legislative, judicial,regulatory or administrative functions of or pertaining to government.          “Indenture” means the indenture, dated as of September 30, 2008, as supplemented bythe supplemental indenture, dated as of September 30, 2008, between U.S. Bank, NationalAssociation, as trustee, and the Company, in the form attached as Exhibit A hereto.          “Information Statement” has the meaning set forth in Section 5.2 of thisAgreement.          “Intellectual Property” has the meaning set forth in Section 3.22 of thisAgreement.          “Investor Rights Agreement” means the Investor Rights Agreement, dated as of theClosing Date, by and among the Company and the Purchaser.          “Material Adverse Effect” has the meaning set forth in Section 3.7 of thisAgreement.          “Material Subsidiaries” has the meaning set forth in Section 3.9 of thisAgreement.   Convertible Note Purchase Agreement Page 3 of 26
 

 
          “Money Laundering Laws” has the meaning set forth in Section 3.30 of thisAgreement.          “Note Documents” means this Agreement, the Indenture, the Notes and the Amended andRestated Registration Rights Agreement.          “Notes” means the Company’s 61/2% Convertible Senior Notes due 2013, issued by theCompany pursuant to the Indenture.          “Person” means any individual, firm, corporation, partnership, limited liabilitycompany, trust, incorporated or unincorporated association, joint venture, joint stock company,Governmental Authority or other entity of any kind.          “Recent Public Filings” has the meaning set forth in Section 3.7 of thisAgreement.          “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations of the Commission thereunder.          “Stockholder Consent” means the written consent of holders of a majority of theoutstanding shares of Common Stock approving the issuance of Common Stock upon conversion of theNotes in the form attached as Exhibit B hereto.          “Subsidiary” or “Subsidiaries” means, with respect to any Person, anycorporation more than 50% of the Voting Stock of which is owned directly or indirectly by suchPerson, and any partnership, association, joint venture or other entity in which such Person ownsmore than 50% of the equity interests or has the power to elect a majority of the board ofdirectors or other governing body.          “Trustee” means U.S. Bank, National Association, or any successor trustee under theIndenture.          “Underlying Shares” means the shares of Common Stock into which the Notes areconvertible.          “Voting Stock”, as applied to the stock of any corporation, means stock of any classor classes (however designated) having by the terms thereof ordinary voting power to elect amajority of the members of the board of directors (or other governing body) of such corporationother than stock having such power only by reason of the happening of a contingency.ARTICLE 2PURCHASE AND SALE OF NOTES          2.1 Issue and Sale of Notes. Subject to the terms and conditions herein set forth,the Company agrees to issue and sell to the Purchaser the aggregate principal amount of Notes setforth opposite the Purchaser’s name on Schedule A to this   Convertible Note Purchase Agreement Page 4 of 26
 

 
Agreement, and the Purchaseragrees to pay the Company the purchase price set forth opposite the Purchaser’s name onSchedule A to thisAgreement (the “Purchase Price”).          2.2 Closing. The purchase of Notes shall take place at the closing (the“Closing”) to be held at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, onthe date hereof (the “Closing Date”). Subject to the satisfaction of the conditionsrelating to the Closing set forth in Section 2.3 and Section 2.4, at the Closing,(x) the Company shall issue a Note in the aggregate principal amount set forth opposite thePurchaser’s name on Schedule A to this Agreement, dated the Closing Date and registered inthe Purchaser’s name (or in the name of its nominee), the Trustee will authenticate such Note, andthe Company shall deliver such issued and authenticated Note to the Purchaser and (y) the Purchasershall pay to the Company the Purchase Price by wire transfer of immediately available funds to theaccount or accounts designated by the Company in writing to the Purchaser prior to the Closing.          2.3 Company Conditions to Closing. The obligations of the Company to be performed atthe Closing shall be subject to the satisfaction of the condition that the representations andwarranties set forth in Article IV of the Purchaser shall be true and correct on and as ofthe Closing Date.          2.4 Purchaser Conditions to Closing. The obligations of the Purchaser to beperformed at the Closing shall be subject to the satisfaction of the following conditions:               (a) Representations and Warranties. The representations and warranties set forth inArticle III shall be true and correct on and as of the Closing Date.               (b) Certificates; Resolutions. The Purchaser shall have received a certificate of theSecretary or Assistant Secretary of the Company setting forth (a) resolutions of the Board ofDirectors of the Company with respect to the authorization of the Company to execute, deliver andperform its obligations under each Note Document to which it is a party, issue the Notes and enterinto the transactions contemplated by the Note Documents, (b) the officers of the Company who areauthorized to sign the Notes and the other Note Documents, (c) specimen signatures ofsuch authorized officers, and (d) the Amended and Restated Articles of Incorporation andAmended and Restated Bylaws of the Company certified as being true and complete. The Purchasershall have received a copy of resolutions of the Special Committee of the Board of Directors of theCompany recommending that the Board of Directors of the Company approve the transactionscontemplated by the Note Documents. The Purchaser shall have received a certificate of an officerof the Company certifying as to such matters as the Purchaser may reasonably specify.               (c) Note Documents. The Purchaser shall have received from the Company counterpartsof each Note Document (other than the Notes) signed on behalf of each party thereto other than thePurchaser.   Convertible Note Purchase Agreement Page 5 of 26
 

 
               (d) Notes. The Purchaser shall have received each Note that is to be issued to thePurchaser at the Closing.               (e) Opinions. The Purchaser shall have received written opinions, addressed to it,issued by (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, securities counsel to the Company, (ii)Lionel Sawyer & Collins, Nevada counsel to the Company, and (iii) Snell & Wilmer LLP, Nevada gamingcounsel to the Company, in each case, in form and substance satisfactory to the Purchaser.               (f) Purchase Permitted by Applicable Law, etc. On the Closing Date, (a) thePurchaser’s purchase of the Notes to be purchased by the Purchaser at the Closing shall (i) bepermitted by the laws and regulations of each jurisdiction to which the Purchaser is subject, (ii)not violate any applicable law or regulation (including, without limitation, Regulation T, U or Xof the Board of Governors of the Federal Reserve System) and (iii) not subject the Purchaser to anytax, penalty or liability under or pursuant to any applicable law or regulation, and (b) nolitigation shall be pending or threatened, which does or, with respect to any threatenedlitigation, seeks to, enjoin, prohibit or restrain, the purchase or repayment of any Notes or theconsummation of the transactions contemplated by this Agreement or any other Note Document. Ifrequested by the Purchaser, the Purchaser shall have received a certificate of an officer of theCompany certifying as to such matters of fact as the Purchaser may reasonably specify to enable thePurchaser to determine whether the Purchaser’s receipt of such Notes is so permitted.               (g) Default. At the time of and immediately after giving effect to each purchase ofthe Notes contemplated hereby, no event that would constitute a “Default” or “Event of Default”under the terms of the Indenture shall have occurred and be continuing.               (h) Note Documents. Each of the Note Documents relating to the Purchaser’s investmentin the Notes shall have been executed and delivered in a form acceptable to the Purchaser.ARTICLE 3REPRESENTATIONS AND WARRANTIES OF THE COMPANY          The Company represents and warrants to, and agrees with, the Purchaser as follows:          3.1 The Company has the full power and authority to execute and deliver, and perform itsobligations under this Agreement and the other Note Documents and to issue and sell the Notes andto consummate the transactions contemplated hereby and thereby. The execution and delivery by theCompany of this Agreement and the other Note Documents, the issuance and sale of the Notes, and theconsummation by the Company of the transactions contemplated hereby and thereby have been dulyauthorized by all necessary corporate action on the part of the Company   Convertible Note Purchase Agreement Page 6 of 26
 

 
and no other corporateproceedings on the part of the Company are necessary to approve this Agreement or any other NoteDocument, the issuance and sale of the Notes, or the consummation of the transactions contemplatedhereby and thereby. The Company’s Board of Directors has authorized the stockholders of theCompany to act by written consent to approve the issuance of Common Stock upon conversion of theNotes. The Company has duly executed and delivered this Agreement and the other Note Documents,and, assuming due execution and delivery of this Agreement by the Purchaser, due execution anddelivery of the Indenture by the Trustee, and due authentication of the Notes by the Trustee, thisAgreement and the other Note Documents constitute the legal, valid and binding obligations of theCompany, enforceable against the Company in accordance with their respective terms, except (i) asenforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulentconveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rightsgenerally or by equitable principles relating to enforceability and (ii) to the extent that theindemnification and contribution provisions of the Investor Rights Agreement and the Amended andRestated Registration Rights Agreement may be unenforceable by virtue of contravening publicpolicy.          3.2 The Underlying Shares have been duly authorized and, when issued upon conversion of theNotes against payment of the conversion price, will be validly issued, fully paid and nonassessableand will conform in all material respects to the description of the Common Stock set forth underthe caption “Description of Capital Stock” in the Company’s Registration Statement on Form S-1(File No. 333-131845) filed on February 14, 2006.               (a) The Board of Directors of the Company has duly and validly adopted resolutions initiallyreserving 9,566,975 shares of Common Stock for the purpose of enabling the Company to satisfy anyobligations to issue and deliver Underlying Shares upon conversion of the Notes.               (b) Other than pursuant to the Investor Rights Agreement, no Person is entitled to preemptiveor other rights to subscribe for the Notes or Underlying Shares.          3.3 Neither the execution and delivery of this Agreement, the Indenture and the Notes, theissuance and sale of the Notes, nor the consummation of the transactions contemplated hereby andthereby will conflict with or result in any violation of or constitute a default under any term ofany material agreement, mortgage, indenture, license, permit, lease, or other instrument, judgment,decree, order, law, or regulation by which the Company or any of its Subsidiaries is bound.          3.4 Assuming the accuracy of the representations and warranties and compliance with thecovenants contained herein by the Purchaser, and the compliance by the Purchaser with the transferrestrictions on the Notes set forth in the Indenture, no consent, approval, authorization, order,registration or qualification of or with any such court or governmental agency or body is requiredby the Company or its Subsidiaries for the execution and delivery of this Agreement, the Indentureand the Notes, the   Convertible Note Purchase Agreement Page 7 of 26
 

 
issuance and sale of the Notes, or the consummation by the Company of thetransactions contemplated hereby and thereby, except the filing with the Commission of theInformation Statement, the filing with the Commission of a Current Report on Form 8-K relating tothe execution and delivery of this Agreement, the Indenture and the Notes and the issuance and saleof the Notes, and the listing of Common Stock issuable upon conversion of the Notes on the New YorkStock Exchange, and such consents, approvals, authorizations, orders, registrations andqualifications that have been obtained and are in full force and effect as of the Closing Date.          3.5 Neither the Company nor any person acting on its behalf has offered to sell the Notes bymeans of any form of general solicitation or general advertising within the meaning of Rule 502(c)under the Securities Act.          3.6 Except for the execution of the Stockholder Consent by holders of a majority of theoutstanding shares of Common Stock, no vote of the holders of any class or series of Capital Stockof the Company (in their capacity as such holders) is necessary to approve or consummate thetransactions contemplated by this Agreement, the Indenture and the Notes, including the issuance ofthe Notes to the Purchaser and the conversion of the Notes into Common Stock.          3.7 Neither the Company nor any of its Subsidiaries has sustained since the date of the latestfinancial statements included in the Company’s most recent quarterly report filed with theCommission on Form 10-Q (the “10-Q Reference Date”) any material loss or interference withits business from fire, explosion, flood or other calamity, whether or not covered by insurance, orfrom any labor dispute or court or governmental action, order or decree, otherwise than as setforth in or contemplated by the Company’s Annual Report filed with the Commission on Form 10-K forthe year ending December 31, 2007 and any other periodic or current reports filed with theCommission thereafter (the Form 10-K together with such subsequent reports, the “Recent PublicFilings”); and, since the 10-Q Reference Date, there has not been any change in the CapitalStock other than issuance of Common Stock pursuant to awards made under the 2004 Equity Award Planor any increase in the long-term debt (except as previously disclosed to the Purchaser) of theCompany or any of its Subsidiaries or any material adverse change, or any development that couldreasonably be expected toresult in a material adverse change, in or affecting the general affairs, management,business, properties, prospects or condition (financial or other), stockholders’ equity or resultsof operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth orcontemplated in the Recent Public Filings (any such change or event, a “Material AdverseEffect”).          3.8 The Company and its Subsidiaries have good and marketable title in fee simple to allmaterial real property and good and marketable title to all material personal property owned bythem, in each case free and clear of all liens, encumbrances and defects except such as aredescribed in the Recent Public Filings or such as do not materially affect the value of suchproperty and do not materially interfere with the use made and proposed to be made of such propertyby the Company and its subsidiaries; and any real property and buildings held under lease by theCompany and its   Convertible Note Purchase Agreement Page 8 of 26
 

 
Subsidiaries are held by them under valid, subsisting and enforceable leases withsuch exceptions as are described in the Recent Public Filings or are not material and do notinterfere with the use made and proposed to be made of such property and buildings by the Companyand its subsidiaries.          3.9 The Company has been duly incorporated and is validly existing as a corporation in goodstanding under the laws of the State of Nevada with power and authority (corporate and other) toown its properties and conduct its business as described in the Recent Public Filings and has beenduly qualified to do business as a foreign corporation for the transaction of business and is ingood standing under the laws of each other jurisdiction in which it owns or leases properties orconducts any business so as to require such qualification, except where the failure to be soqualified or in good standing would not, individually or in the aggregate, have a Material AdverseEffect; and each of Las Vegas Sands, LLC, Venetian Casino Resort, LLC, Interface Group-Nevada,Inc., Palazzo Condo Tower, LLC, Sands Pennsylvania, Inc., Sands Bethworks Gaming, LLC, VenetianVenture Development, LLC, Venetian Venture Development Intermediate I, Venetian Venture DevelopmentIntermediate II, Venetian Venture Development Intermediate Limited, Venetian Macau Limited,Venetian Cotai Limited, Venetian Orient Limited, Cotai Waterjets (Macau) Limited, Cotai Waterjets(HK) Limited, CotaiJet Holdings (II) Limited and Marina Bay Sands Pte. Ltd. (collectively, the“Material Subsidiaries”), each of which is a Subsidiary of the Company, has been dulyincorporated or organized and is validly existing as a corporation or limited liability company, asthe case may be, in good standing under the laws of its jurisdiction of incorporation or formation,as the case may be; and each of the Subsidiaries of the Company, other than the MaterialSubsidiaries, has been duly incorporated or organized and is validly existing as a corporation orlimited liability company, as the case may be, in good standing under the laws of its jurisdictionof incorporation or formation, as the case may be, except where the failure to be in good standingwould not have a Material Adverse Effect.          3.10 The Company has an authorized capitalization as set forth in the Recent Public Filings,all of the issued shares of Capital Stock of the Company have been duly and validly authorized andissued and are fully paid and non-assessable; and all of the issued shares of Capital Stock orother ownership interests, as the case may be,of each subsidiary of the Company have been duly and validly authorized and issued, are fullypaid and non-assessable and (except as otherwise set forth in the Recent Public Filings) and,except for certain of the Company’s Subsidiaries are owned directly or indirectly by the Company,free and clear of all liens, encumbrances, equities or claims.          3.11 Prior to the Closing Date, neither the Company nor any of its affiliates has taken anyaction which is designed to or which has constituted or which might have been expected to cause orresult in stabilization or manipulation of the price of any security of the Company in connectionwith the offering of the Notes.          3.12 The issuance and sale of the Notes and the compliance by the Company with all of theprovisions of the Notes, the Indenture and this Agreement and the consummation of the transactionsherein and therein contemplated will not conflict   Convertible Note Purchase Agreement Page 9 of 26
 

 
with or result in a breach or violation of any ofthe terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed oftrust, loan agreement or other agreement or instrument to which the Company or any of itsSubsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which anyof the property or assets of the Company or any of its Subsidiaries is subject, (ii) the provisionsof the Amended and Restated Articles of Incorporation or Amended and Restated By-laws of theCompany or (iii) except for obtaining any Approvals in respect of the transactions contemplated bythe Note Documents and assuming the accuracy of the representations and warranties and compliancewith the covenants contained herein by the holders of the Notes with the transfer restrictions onthe Notes described in the Indenture, any statute applicable to the Company or any order, rule orregulation applicable to the Company of any court or governmental agency or body havingjurisdiction over the Company or any of its Subsidiaries or any of their properties except, in thecase of clauses (i) and (iii), for such conflicts, breaches, violations or defaults as would nothave a Material Adverse Effect; and, assuming the accuracy of the representations and warrantiesand compliance with the covenants contained herein by the holders of the Notes with the transferrestrictions on the Notes described in the Indenture, no consent, approval, authorization, order,registration or qualification of or with any such court or governmental agency or body is requiredby the Company or its Subsidiaries for the issue and sale of the Notes or the consummation by theCompany of the transactions contemplated by this Agreement or the Indenture, except filings madepursuant to the Amended and Restated Registration Rights Agreement, filings related to thetransactions contemplated hereby on Schedule 13D or 13G, Form 4 and Form 8-K or under applicablegaming laws with the Commission and such consents, approvals, authorizations, registrations orqualifications as may be required under state securities or Blue Sky laws or foreign securitieslaws, as applicable, in connection with the purchase and distribution of the Notes and suchconsents, approvals, authorizations, orders, registrations and qualifications that have beenobtained and are in full force and effect as of the Closing Date.          3.13 Neither the Company nor any of its Subsidiaries is (i) in violation of its Amended andRestated Articles of Incorporation or Amended and Restated By-laws or limited liability companyagreement or similar organizational document, as applicable, or (ii) in default in the performanceor observance of any materialobligation, covenant or condition contained in any indenture, mortgage, deed of trust, loanagreement, lease or other agreement or instrument to which it is a party or by which it or any ofits properties may be bound, except in the case of clause (ii) as would not have a Material AdverseEffect.          3.14 Other than as set forth in the Recent Public Filings, there are no legal or governmentalproceedings pending to which the Company or any of its Subsidiaries is a party or of which anyproperty of the Company or any of its Subsidiaries is the subject which now have or couldreasonably be expected in the future to have a Material Adverse Effect; and, to the Company’sknowledge, no such proceedings are threatened or contemplated by governmental authorities orthreatened by others.   Convertible Note Purchase Agreement Page 10 of 26
 

 
          3.15 The Company is not, and after giving effect to the offering and sale of the Notes and theapplication of the proceeds thereof, will not be an “investment company,” as such term is definedin the United States Investment Company Act of 1940, as amended.          3.16 The Company maintains a system of internal control over financial reporting (as such termis defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of theExchange Act. Each of the Company and its Subsidiaries maintains a system of internal accountingcontrols sufficient to provide reasonable assurance that (i) transactions are executed inaccordance with management’s general or specific authorizations; (ii) transactions are recorded asnecessary to permit preparation of financial statements in conformity with generally acceptedaccounting principles and to maintain accountability for assets; (iii) access to assets ispermitted only in accordance with management’s general or specific authorization and (iv) therecorded accountability for assets is compared with the existing assets at reasonable intervals andappropriate action is taken with respect thereto.          3.17 The Company maintains disclosure controls and procedures (as such term is defined in Rule13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; suchdisclosure controls and procedures have been designed to ensure that material information relatingto the Company and its Subsidiaries is made known to the Company’s principal executive officer andprincipal financial officer by others within those entities; and such disclosure controls andprocedures are effective.          3.18 PricewaterhouseCoopers LLP, which has audited certain financial statements of the Companyand its subsidiaries, is an independent registered public accounting firm as required by theSecurities Act and the Exchange Act and the applicable rules and regulations of the Commissionthereunder.          3.19 The consolidated historical financial statements (the “Consolidated HistoricalFinancial Statements”) from the Company’s preceding three full fiscal years and any fiscalquarters since the conclusion of the Company’s latest fiscal year contained in the Recent PublicFilings fairly present in all material respectsthe consolidated financial position of the Company at the respective dates indicated and theresults of its operations and its cash flows for the respective periods indicated, in accordancewith U.S. generally accepted accounting principles consistently applied throughout such periods(except as otherwise disclosed therein). Except as otherwise disclosed in such ConsolidatedHistorical Financial Statements or in any Recent Public Filings, the Consolidated HistoricalFinancial Statements are, in all material respects, prepared on a basis consistent with suchfinancial statements and the books and records of the Company.          3.20 Except for obtaining any Approvals in respect of the transactions contemplated by theNote Documents, each of the Company and its Subsidiaries has complied in all respects with alllaws, regulations and orders applicable to it or its   Convertible Note Purchase Agreement Page 11 of 26
 

 
businesses including, without limitation, allapplicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgatedby the Commission thereunder, the laws of the State of Nevada, various regulations of the NevadaGaming Commission and the general laws, specific gaming laws, various regulations and licensing andregulatory control of the Macau government and Gaming Inspection and Coordination Bureau, thePennsylvania Gaming Control Board and the government of the State of Pennsylvania, and theSingapore Tourism Board and the Singapore government, in each case, other than as would not have aMaterial Adverse Effect, or as otherwise described in the Recent Public Filings.          3.21 Except for obtaining any Approvals in respect of the transactions contemplated by theNote Documents and except as would not, individually or in the aggregate, have a Material AdverseEffect or as otherwise described in the Recent Public Filings, (i) each of the Company and itsSubsidiaries has all certificates, consents, exemptions, orders, permits, licenses, authorizationsor other approvals (each, an “Authorization”) of and from, and has made all declarationsand filings with, all federal, state, local and other governmental authorities, all self-regulatoryorganizations and all courts and other tribunals, necessary or required to engage in the businesscurrently conducted by it in the manner described in the Recent Public Filings; (ii) all suchAuthorizations are valid and in full force and effect; and (iii) each of the Company and itsSubsidiaries is in compliance in all material respects with the terms and conditions of all suchAuthorizations and with the rules and regulations of the regulatory authorities and governingbodies having jurisdiction with respect thereto.          3.22 Each of the Company and its Subsidiaries owns or possesses or has the right to use thelicenses, copyrights, know-how (including trade secrets and other unpatented and/or unpatentableproprietary or confidential information, systems or procedures), trademarks, service marks andtrade names (collectively, the “Intellectual Property”) presently employed by it inconnection with, and material to, individually or in the aggregate, its operations, except wherethe failure to own, possess or have the right to use would not have a Material Adverse Effect; andneither the Company nor any of its Subsidiaries have received any notice of infringement of orconflict with asserted rights of others with respect to the foregoing which, individually or in theaggregate, has, or would reasonably be expected to result in, a Material Adverse Effect. To theknowledge of the Company and its subsidiaries, the use of such IntellectualProperty in connection with the business and operations of the Company and its Subsidiaries asdescribed in the Recent Public Filings does not infringe on the rights of any person, except aswould not, individually or in the aggregate, result in a Material Adverse Effect.          3.23 All income tax returns required to be filed by the Company and its Subsidiaries in alljurisdictions have been timely and duly filed, other than those filings being contested in goodfaith, except where the failure to so file any such returns could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in theRecent Public Filings, there are no income tax returns of the Companyor its Subsidiaries that arecurrently being audited by state, local or federal taxing authorities or agencies (and with respectto which the Company   Convertible Note Purchase Agreement Page 12 of 26
 

 
or its Subsidiaries has received notice), where the findings of such auditcould reasonably be expected to result in a Material Adverse Effect. All material taxes, includingwithholding taxes, penalties and interest, assessments, fees and other charges due or claimed to bedue from such entities, have been paid, other than those being contested in good faith and forwhich adequate reserves have been provided or those currently payable without penalty or interest.          3.24 Except as disclosed under the caption in the Company’s Annual Report on Form 10-K for theyear ended December 31, 2007 entitled “Risk Factors—Risks Related to Our Business—Our insurancecoverage may not be adequate to cover all possible losses that our properties could suffer. Inaddition our insurance costs may increase and we may not be able to obtain the same insurancecoverage in the future,” each of the Company and its Subsidiaries maintains insurance covering itsproperties, operations, personnel and businesses which insures against such losses and risks as areadequate in accordance with the Company’s reasonable business judgment to protect the Company, itsSubsidiaries and their businesses. Except as disclosed in the Recent Public Filings, including,without limitation, under the caption entitled “Risk Factors—Risks Related to Our Business—Ourinsurance coverage may not be adequate to cover all possible losses that our properties couldsuffer. In addition our insurance costs may increase and we may not be able to obtain the sameinsurance coverage in the future,” in the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2007, all such insurance is outstanding and duly in force in all material respects onthe Closing Date.          3.25 Except as disclosed in the Recent Public Filings, and except for the transactionscontemplated by this Agreement, there are no material business relationships or related partytransactions which would be required to be disclosed therein by Item 404 of Regulation S-K of theCommission and such business relationship or related party transaction described therein is a fairand accurate description in all material respects of the relationships and transactions sodescribed.          3.26 Each of the Company and its Subsidiaries is in compliance with all presently applicableprovisions of the Employee Retirement Income Security Act of 1974, as amended, including theregulations and published interpretations thereunder (“ERISA”), except for anynon-compliance which would not have a Material AdverseEffect; no “reportable event” (as defined in ERISA) has occurred with respect to any “pensionplan” (as defined in ERISA) for which the Company or any of its Subsidiaries would have anyliability, except such as would not have a Material Adverse Effect; each of the Company and itsSubsidiaries has not incurred and does not expect to incur liability under (i) Title IV of ERISAwith respect to termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971of the Internal Revenue Code of 1986, as amended, including the regulations and publishedinterpretations thereunder (the “Code”), in each case, except as would not have a MaterialAdverse Effect; and each “pension plan” for which the Company or any of its Subsidiaries would haveany liability, except as would not have a Material Adverse Effect, that is intended to be qualifiedunder Section 401(a) of the Code is so qualified in all material respects and   Convertible Note Purchase Agreement Page 13 of 26
 

 
nothing has occurred,whether by action or by failure to act, which would cause the loss of such qualification, except,in each case, as would not have a Material Adverse Effect.          3.27 There is, except as set forth in the Recent Public Filings, (i) no material unfair laborpractice complaint pending against the Company or any of its Subsidiaries or, to the best knowledgeof each of the Company and its Subsidiaries threatened against it, before the National LaborRelations Board or any state or local labor relations board, and no significant grievance orsignificant arbitration proceeding arising out of or under any collective bargaining agreement isso pending against the Company or any of its subsidiaries, or, to the best knowledge of each of theCompany and its subsidiaries, threatened against it, (ii) no material strike, labor dispute,slowdown or stoppage pending against the Company or any of its Subsidiaries nor, to the bestknowledge of each of the Company and its subsidiaries, threatened against it and (iii) to the bestknowledge of each of the Company and its subsidiaries, no union representation question existingwith respect to the employees of the Company or any of its subsidiaries, and, to the best knowledgeof each of the Company and its subsidiaries, no union organizing activities are taking place,except, in each case of clauses (i), (ii) or (iii), as would not have a Material Adverse Effect.          3.28 Each of the Company and its Subsidiaries has reviewed the effect of Environmental Laws(as defined below) and the disposal of hazardous or toxic substances, wastes, pollutants andcontaminants on the business, assets, operations and properties of the Company and itssubsidiaries, as applicable, and identified and evaluated associated costs and liabilities(including, without limitation, any material capital and operating expenditures required forclean-up, closure of properties and compliance with environmental, safety or similar laws orregulations applicable to it or its business or property relating to the protection of human healthand safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants(“Environmental Laws”), all permits, licenses and approvals, all related constraints onoperating activities and all potential liabilities to third parties). On the basis of suchreviews, each of the Company and its Subsidiaries has reasonably concluded that such associatedcosts and liabilities would not have a Material Adverse Effect. Neither the Company nor any of itsSubsidiaries has violated any Environmental Laws, lacks any permit, license or other approvalrequired of it under applicable Environmental Laws or is violating any term or condition of suchpermit, license or approval, in each case,which could reasonably be expected to, either individually or in the aggregate, have aMaterial Adverse Effect.          3.29 Neither the Company nor any of its Subsidiaries or to any of their knowledge, anydirector, officer, agent, employee or other person associated with or acting on behalf of theCompany or any of its Subsidiaries (i) has used any corporate funds during the last five years forany unlawful contribution, gift, entertainment or other unlawful expense relating to politicalactivity, (ii) made any unlawful payment to any foreign or domestic government official or employeefrom corporate funds, (iii) violated or is in violation of any provision of the Foreign CorruptPractices Act of 1977, as amended, or (iv) made any bribe, rebate, payoff, influence payment,kickback   Convertible Note Purchase Agreement Page 14 of 26
 

 
or other unlawful payment, except, in each case, such as would not, individually or in theaggregate, have a Material Adverse Effect.          3.30 Except as described in the Recent Public Filings, the operations of the Company and itsSubsidiaries are and have been conducted at all times in compliance with applicable financialrecordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulationsthereunder and any related or similar rules, regulations or guidelines, issued, administered orenforced by any governmental agency (collectively, the “Money Laundering Laws”) and noaction, suit or proceeding by or before any court or governmental agency, authority or body or anyarbitrator involving the Company or any subsidiary with respect to the Money Laundering Laws ispending or, to the best knowledge of the Company, threatened, except as would not, individually orin the aggregate, have a Material Adverse Effect.          3.31 Other than as contemplated by or described in this Agreement, there is no broker, finderor other party that is entitled to receive from the Company or any of its Subsidiaries anybrokerage or finder’s fee or other fee or commission as a result of any of the transactionscontemplated by this Agreement.          3.32 Each certificate signed by any officer of the Company and delivered to the Purchaser orcounsel to the Purchaser pursuant to this Agreement shall be deemed to be a representation andwarranty by the Company to the Purchaser as to the matters covered thereby.ARTICLE 4REPRESENTATIONS AND WARRANTIES OF THE PURCHASER          The Purchaser hereby, severally with respect to itself only, makes the followingrepresentations and warranties for the benefit of the Company as of the Closing Date:          4.1 Organization, Standing and Power. If the Purchaser is an entity, the Purchaser isduly organized, validly existing and in good standing under the laws of the jurisdiction in whichit is organized.          4.2 Authority; Execution and Delivery; Enforceability. The Purchaser has the fullpower and authority to execute, deliver and perform this Agreement and to consummate thetransactions contemplated hereby. If the Purchaser is an entity, the execution and delivery by thePurchaser of this Agreement and the consummation by the Purchaser of the transactions contemplatedhereby have been duly authorized by all necessary action on the part of the Purchaser and no otherproceedings on the part of the Purchaser are necessary to approve this Agreement and to consummatethe transactions contemplated hereby. The Purchaser has duly executed and delivered thisAgreement, and, assuming due execution and delivery by the Company, this Agreement constitutes thelegal, valid and binding obligation of the   Convertible Note Purchase Agreement Page 15 of 26
 

 
Purchaser, enforceable against the Purchaser inaccordance with its terms, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affectingthe enforcement of creditors’ rights generally or by equitable principles relating toenforceability.          4.3 Securities Act. The Notes are being acquired for investment only and not with aview to any public distribution thereof, and the Purchaser shall not offer to sell or otherwisedispose of the Notes so acquired by it and the Underlying Shares issuable upon conversion thereofin violation of any of the registration requirements of the Securities Act.          4.4 Accredited Investor.               (a) The Purchaser is an “accredited investor” (as defined in Rule 501 under the SecuritiesAct).               (b) The Purchaser has such knowledge and experience in financial and business matters and thePurchaser is capable of utilizing the information that is available to the Purchaser concerning theCompany to evaluate the risks of investment in the Company including the risk that the Purchasercould lose its entire investment in the Notes (and the Common Stock issuable upon conversionthereof).          4.5 Investment Representations and Warranties. The Purchaser understands that neitherthe Notes nor the Underlying Shares have been registered under the Securities Act or under thesecurities laws of any state or any other jurisdiction. The Purchaser understands that there is nopublic market for the sale or other transfer of the Notes, such a market may not develop and thatthe sale or other transfer of the Notes is restricted by federal and state securities law and thisAgreement. The Purchaser understands that the Purchaser may be required to bear the economic riskof the investment indefinitely.          4.6 No Conflicts. Neither the execution nor the delivery of this Agreement nor theconsummation of the transactions contemplated hereby will conflict with or result in any violationof or constitute a default under any term of any material agreement, mortgage, indenture, license,permit, lease, or other instrument, judgment, decree, order, law, or regulation by which thePurchaser is bound.ARTICLE 5AGREEMENTS          5.1 Restrictions on Conversion of the Notes. The Purchaser acknowledges and agreesthat it shall not have the right to convert any Notes into Common Stock unless and until theConvertibility Date occurs. Prior to the Convertibility Date, the Purchaser agrees that it willnot sell, assign or transfer any Notes unless the purchaser, assignee or transferee thereof agreesin writing, for the benefit of the Company, to comply with the terms of this Section 5.1 asif such   Convertible Note Purchase Agreement Page 16 of 26
 

 
purchaser, assignee or transferee was the Purchaser; provided, however, that a transferfrom the Purchaser to any Adelson Holder (as such term is defined in the Amended and RestatedRegistration Rights Agreement) (or a transfer from an Adelson Holder to another Adelson Holder)shall not require execution of such a writing if such a writing has already been provided by suchAdelson Holder.          5.2 Information Statement. Promptly following the date of this Agreement, theCompany shall prepare and, in no event more than 40 days after the date hereof, file with theCommission an information statement describing the Stockholder Consent and containing theinformation required by Schedule 14C in accordance with all applicable rules and regulations of theCommission (the “Information Statement”). The Company shall use its reasonable bestefforts to cause the Commission to clear the Information Statement for mailing to stockholders. Assoon as reasonably practicable after the Commission has cleared the Information Statement, theCompany shall mail the Information Statement to the holders of its Common Stock. The Company shallprovide the Purchaser with a copy of the Information Statement and all modifications thereto priorto filing or delivery to the Commission and shall consult with the Purchaser in connectiontherewith. The Company shall not mail any Information Statement, or any amendment or supplementthereto, to which the Purchaser reasonably and timely object.          5.3 Legends and Restrictions on Transfer. The Purchaser agree that all certificatesor other instruments representing the Notes and the Underlying Shares contemplated by thisAgreement will bear the restrictive legends set forth in the Indenture and be subject to thetransfer restrictions set forth in the Indenture.          5.4 Listing of Common Stock. The Company will use its reasonable best efforts tocause the Underlying Shares issuable upon conversion of the Notes to be authorized for listing onthe New York Stock Exchange as soon as practicable.          5.5 Use of Proceeds. The Company agrees that it will apply the net proceeds itderives from the sale of the Notes to the Purchaser in accordance with the funds flow memorandum,dated as of the Closing Date.          5.6 Expenses. The Company agrees to pay promptly, and in any event within 5 daysfollowing written demand therefor, all the actual and reasonable costs and expenses of preparation,negotiation, execution and delivery of the NoteDocuments and any consents, amendments, waivers or other modifications thereto, including thefees, expenses and disbursements of counsel to the Purchaser.          5.7 Approvals. The Company shall use its reasonable best efforts to obtain each ofthe Approvals as soon as practicable, but in any event, within 120 days of the date hereof. In theevent that the Company fails to obtain each of the Approvals within 120 days of the date hereof (an“Approval Default”) and such failure is not the direct result of action (or inaction) takenby the Principal Stockholder (as such term is defined in the Indenture) that was designed toprevent the Approvals from being obtained, a fee (the “Approval Fee”) will accrue from thedate on which such Approval   Convertible Note Purchase Agreement Page 17 of 26
 

 
Default occurs to, but not including, the date on which such ApprovalDefault is cured, at a rate of 2.00% per annum on the aggregate principal amount of the Notes thenheld directly or beneficially by the Purchaser(s) and any other Related Party (as such term isdefined in the Indenture) of the Principal Stockholder, it being understood that (i) such ownershipof the Notes shall be reasonably documented to the Company and (ii) payment of the Approval Feeshall not relieve the Company of its obligation to obtain each of the Approvals hereunder. SuchApproval Fee shall be payable by the Company to the Purchaser or any designee of the Purchaser on amonthly basis commencing on the one month anniversary of the occurrence of the Approval Default.ARTICLE 6MISCELLANEOUS          6.1 Notices. All notices or other communication required or permitted hereunder shallbe in writing and shall be delivered personally, telecopied or sent by certified, registered orexpress mail, postage prepaid. Any such notice shall be deemed given when so delivered personally,telecopied or sent by certified, registered or express mail, as follows:                  (a) if to the Company:         Las Vegas Sands Corp.    3555 Las Vegas Boulevard South    Las Vegas, Nevada 89109    Attention: Scott D. Henry    Telecopy: 702-733-5110       (b) If to the Purchaser, to the Purchaser’s address set forth on Schedule A.Any party may by notice given in accordance with this Section 6.1 designate another addressor person for receipt of notices hereunder.          6.2 Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and permitted assigns of the parties hereto. No Person other than theparties hereto and their successors and permitted assigns is intended to be a beneficiary of thisAgreement.          6.3 Amendment and Waiver.               (a) No failure or delay on the part of the Company or any of the Purchaser in exercising anyright, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partialexercise of any such right, power or remedy preclude any other or further exercise thereof or theexercise of any other right, power or remedy. The remedies provided for herein are cumulative andare not exclusive of any remedies that may be available to the Company or the Purchaser at law, inequity or otherwise.   Convertible Note Purchase Agreement Page 18 of 26
 

 
               (b) Any amendment, supplement or modification of or to any provision of this Agreement and anywaiver of any provision of this Agreement shall be effective only if it is made or given in writingand signed by the Company and the Purchaser.          6.4 Counterparts. This Agreement may be executed in any number of counterparts and bythe parties hereto in separate counterparts, all of which when so executed shall be deemed to be anoriginal and both of which taken together shall constitute one and the same agreement.          6.5 Headings. The headings in this Agreement are for convenience of reference onlyand shall not limit or otherwise affect the meaning hereof.          6.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURTSITTING IN THE COUNTY OF NEW YORK, IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SOUNDER APPLICABLE LAW, THE PARTIES HERETO IRREVOCABLY WAIVE AND AGREE NOT TO ASSERT, BY WAY OFMOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT THEY ARE NOT SUBJECT TO THE JURISDICTION OF ANYSUCH COURT, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANYSUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTIONOR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.          6.7 Specific Performance. The parties hereto intend that each of the parties have theright to seek damages or specific performance in the event that any other party hereto fails toperform such party’s obligations hereunder. Therefore, if any party shall institute any action orproceeding to enforce the provisions hereof, any party against whom such action or proceeding isbrought hereby waives any claim or defense therein that the plaintiff party has an adequate remedyat law.          6.8 Severability. If any one or more of the provisions contained herein, or theapplication thereof in any circumstance, is held invalid, illegal or unenforceable in any respectfor any reason, the validity, legality and enforceability of any such provision in every otherrespect and of the remaining provisions hereof shall not be in any way impaired, unless theprovisions held invalid, illegal or unenforceable shall substantially impair the benefits of theremaining provisions hereof.          6.9 Entire Agreement; Survival. This Agreement, together with the schedules heretoare intended by the parties as a final expression of their agreement and   Convertible Note Purchase Agreement Page 19 of 26
 

 
intended to be a completeand exclusive statement of the agreement and understanding of the parties hereto in respect of thesubject matter contained herein and therein. There are no restrictions, promises, warranties orundertakings, other than those set forth or referred to herein or therein. This Agreementsupersedes all prior agreements and understandings between the parties with respect to such subjectmatter. The agreements and covenants contained in this Agreement shall survive the issuance andpurchase of the Notes.          6.10 [Intentionally Omitted.][Agreement Continues on Page 21]   Convertible Note Purchase Agreement Page 20 of 26
 

 
          6.11 Further Assurances. Each of the parties shall execute such documents and performsuch further acts (including, without limitation, obtaining any consents, exemptions,authorizations, or other actions by, or giving any notices to, or making any filings with, anyGovernmental Authority or any other Person) as may be reasonably required or desirable to carry outor to perform the provisions of this Agreement.          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and deliveredby their respective officers hereunto duly authorized as of the date first above written.                                                              /s/ Dr. Miriam Adelson   Dr. Miriam Adelson          Page 21 of 26[Signature Page to Convertible Note Purchase Agreement]
 

 
               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed anddelivered by their respective officers hereunto duly authorized as of the date first above written.      **LAS VEGAS SANDS CORP.**