0001193125-10-268903 Sample Contracts

Contract
Adoption Agreement • November 24th, 2010 • CAESARS ENTERTAINMENT Corp • Services-miscellaneous amusement & recreation • Delaware

AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of November 22, 2010 (this “Agreement”), among Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.), a Delaware corporation (the “Company”), Apollo Hamlet Holdings, LLC, a Delaware limited liability company, Apollo Hamlet Holdings B, LLC, a Delaware limited liability company, TPG Hamlet Holdings, LLC, a Delaware limited liability company, TPG Hamlet Holdings B, LLC, a Delaware limited liability company, Hamlet Holdings LLC, a Delaware limited liability company, and the STOCKHOLDERS that are parties hereto.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 24th, 2010 • CAESARS ENTERTAINMENT Corp • Services-miscellaneous amusement & recreation • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 23, 2010 by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”) and Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it (together with its affiliates, the “Investor”).

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