0001193125-13-390896 Sample Contracts

TAX MATTERS AGREEMENT

Tax Matters Agreement • October 4th, 2013 • Caesars Acquisition Co • Hotels & motels • Delaware

• Contract Type
  Tax Matters Agreement
• Filed
  October 4th, 2013
• Company
  Caesars Acquisition Co
• Industry
  Hotels & motels
• Jurisdiction
  Delaware

This Tax Matters Agreement (the “Agreement”), dated as [ ], 2013, is by and among Caesars Entertainment Corporation, a Delaware corporation (“CEC”), and Caesars Interactive Entertainment, Inc., a Delaware corporation (“CIE”), and all of its direct and indirect Subsidiaries (CIE and its Subsidiaries shall be collectively referred to herein as the “CIE Companies”).

FIRST AMENDMENT TO AMENDED AND RESTATED CAESARS INTERACTIVE ENTERTAINMENT, INC. MANAGEMENT INVESTOR RIGHTS AGREEMENT

Rights Agreement • October 4th, 2013 • Caesars Acquisition Co • Hotels & motels

• Contract Type
  Rights Agreement
• Filed
  October 4th, 2013
• Company
  Caesars Acquisition Co
• Industry
  Hotels & motels

This FIRST AMENDMENT TO AMENDED AND RESTATED CAESARS INTERACTIVE ENTERTAINMENT, INC. MANAGEMENT INVESTOR RIGHTS AGREEMENT, dated as of September 28, 2013 (this “Amendment”), is among Caesars Interactive Entertainment, Inc., a Delaware corporation (the “Company”), HIE Holdings, Inc., a Delaware corporation (“Parent”), Caesars Entertainment Corporation, a Delaware corporation (“Caesars”) and the other stockholders that are parties to that certain Amended and Restated Caesars Interactive Entertainment, Inc. Management Investor Rights Agreement, dated as of November 22, 2010 (the “Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.