0000950153-08-001918 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among LAS VEGAS SANDS CORP. and the STOCKHOLDERS named therein Dated: September 30, 2008
Registration Rights Agreement • November 10th, 2008 • Las Vegas Sands Corp • Hotels & motels • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2008, by and among Las Vegas Sands Corp., a Nevada corporation (the “Company”), Dr. Miriam Adelson (the “Adelson Purchaser”), the other Adelson Holders (as defined below) and the Other Holders (as defined below) that are party to this Agreement from time to time.

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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 10th, 2008 • Las Vegas Sands Corp • Hotels & motels • New York

CONVERTIBLE NOTE PURCHASE AGREEMENT, dated September 30, 2008 (this “Agreement”), is entered into by and among Las Vegas Sands Corp. (the “Company”) and the person listed on Schedule A (the “Purchaser”), and relates to the purchase by the Purchaser of $475,000,000 in aggregate principal amount of the Notes (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Las Vegas Sands Corp • Hotels & motels • Nevada

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October 2006 (the “Effective Date”) by and between Las Vegas Sands Corporation (“Company”), a Nevada company with principal offices located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and Michael Quartieri who resides at ( “Employee”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 10th, 2008 • Las Vegas Sands Corp • Hotels & motels • Nevada

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), is dated as of September 30, 2008 and is entered into by and between the Las Vegas Sands Corp. (the “Company”) and the investor identified on Schedule A hereto (the “Investor”), which Agreement shall inure to the benefit of the Investor and the Adelson Holders (as defined below), each of which Adelson Holders is a third party beneficiary of this Agreement.

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