Exhibit 10.27

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Agreement ”) is made on December 20, 2004 by and among Las Vegas Sands, Inc., a Nevada corporation (“ LVSI ”), Las Vegas Sands Corp., a Nevada corporation (“ LVSC ”), and Sheldon G. Adelson (“ Adelson ”) with respect to the Amended and Restated Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the “ Plan ”) and the options to acquire shares of LVSI stock that have been issued thereunder (the “ Stock Options ”).

WHEREAS , LVSI, LVSC, and Las Vegas Sands Mergerco, a Nevada corporation and wholly-owned subsidiary of LVSC (“ Mergerco ”), are concurrently herewith entering into an Agreement and Plan of Merger (the “ Merger Agreement ”) pursuant to which, effective as of the “Effective Date” (as that term is defined in the Merger Agreement), Mergerco shall be merged with and into LVSI, with LVSI surviving; and

WHEREAS , at the Effective Date, each share of common stock of LVSI shall automatically be converted into 266.0327553 shares of common stock in LVSC and all shares of LVSI outstanding shall no longer be deemed outstanding and shall be cancelled and retired.

NOW , THEREFORE , in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. LVSI does hereby assign to LVSC, and LVSC does hereby assume, the Plan and all of the rights, powers, obligations, responsibilities and liabilities set forth in the Plan, including, without limitation, the right and responsibility to appoint a committee to administer the Plan.

2. Each Stock Option outstanding immediately prior to the Effective Date (other than the “Adelson Options”, as defined below), whether or not vested, is hereby assumed by LVSC.

3. Adelson does hereby assign to LVSC, and LVSC does hereby assume, any and all obligations retained by Adelson pursuant to the 2004 Agreement of Stock Option Responsibility between LVSI and Adelson made on July 15, 2004, other than the obligations to issue shares upon the exercise of Stock Options granted prior to July 15, 2004 (the “ Adelson Options ”), and to redeem such shares pursuant to the terms of any employment or option agreement, if applicable.

4. Each Stock Option (including, without limitation, each Adelson Option) shall be deemed to constitute an option to acquire, on substantially the same terms and conditions as were applicable under such Stock Option (including, without limitation, as to the number of shares subject to the option, vesting and expiration), shares of LVSC common stock.

5. The assignment and assumption and other actions contemplated by this Agreement shall be self-executing and shall become effective as of the Effective Date without any further action by any person; provided that the parties hereto agree to take all such further actions as may be necessary or appropriate to effectuate the terms and intent of this Agreement, including, without limitation, obtaining any required consents from holders of Stock Options and making any amendments to the Plan and any Stock Options that are necessary and appropriate to give affect to the transactions contemplated by this Agreement.

6. This Agreement may be amended only by written instrument signed by the parties hereto.

7. This Agreement shall be governed by the internal laws of the State of Nevada, determined without reference to the principles of conflicts of laws.

8. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. No person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

9. The parties will cooperate to effectuate the terms and intent of this Agreement and promote the practicable administration of the Plan.

10. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the Effective Date. If the Effective Date does not occur, this Agreement shall be of no force and effect.

11. This Agreement may be executed in counterparts and all so executed counterparts shall constitute one and the same instrument. The parties hereto confirm that any facsimile copy of another partly executed counterpart of this Agreement (or the signature page thereof) shall be deemed an executed original.

[Remainder of this page left intentionally blank.]

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IN WITNESS WHEREOF , the parties hereto have caused this instrument to be executed and delivered as of the date first written above.

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Exhibit 10.39

REGISTRATION RIGHTS AGREEMENT

by and among

LAS VEGAS SANDS CORP.

and the STOCKHOLDERS named therein

Dated: December 20, 2004

TABLE OF CONTENTS

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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.

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“ 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.

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“ 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, The Stone Crest Trust, Robert G. Goldstein, The Robert G. Goldstein Grantor Retained Annuity Trust, 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

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stock company, limited liability company, government (or an agency or political 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.

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(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

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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.

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(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

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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

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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

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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

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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

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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

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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 (90 ^th ) 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

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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

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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

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“ 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;

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(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

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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

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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

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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

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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

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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

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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]

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Registration Rights Agreement on the date first written above.

Annex A

Plan of Distribution

A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may:

Exhibit 10.40

REGISTRATION RIGHTS AGREEMENT

Dated as of February 10, 2005

by and among

Las Vegas Sands Corp.

as the Company

Las Vegas Sands, Inc.

Venetian Casino Resort, LLC

Mall Intermediate Holding Company, LLC

Lido Intermediate Holding Company, LLC

Lido Casino Resort, LLC

Venetian Venture Development, LLC

Venetian Operating Company LLC

Venetian Marketing, Inc.

Venetian Transport LLC

as Guarantors

and

Goldman, Sachs & Co.

Lehman Brothers Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Scotia Capital (USA) Inc.

UBS Securities LLC

as Initial Purchasers

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of February 10, 2005, by and among Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), Las Vegas Sands, Inc., a Nevada corporation, Venetian Casino Resort, LLC, a Nevada limited liability company, Mall Intermediate Holding Company, LLC, a Delaware limited liability company, Lido Intermediate Holding Company, LLC, a Delaware limited liability company, Lido Casino Resort, LLC, a Nevada limited liability company, Venetian Venture Development, LLC, a Nevada limited liability company, Venetian Operating Company LLC, a Nevada limited liability company, Venetian Marketing, Inc., a Nevada corporation, and Venetian Transport LLC, a Delaware limited liability company (each a “ Guarantor ,” and collectively, the “ Guarantors ”) and Goldman, Sachs & Co, Lehman Brothers Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and UBS Securities LLC (each an “ Initial Purchaser ,” and collectively, the “ Initial Purchasers ”), each of whom has agreed to purchase the Company’s 6.375% Senior Notes due 2015 (the “ Notes ”) pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated February 3, 2005, (the “ Purchase Agreement ”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(n) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the Purchase Agreement.

The parties hereby agree as follows:

As used in this Agreement, the following capitalized terms shall have the following meanings:

“ Act ”: The Securities Act of 1933, as amended.

“ Business Day ”: Any day except a Saturday, Sunday or other day in the City of New York, or in the city of the Corporate Trust Office of the Trustee (as defined in the Indenture), on which banks are authorized to close.

“ Broker-Dealer ”: Any broker or dealer registered as such under the Exchange Act.

“ Broker-Dealer Transfer Restricted Securities ”: Exchange Notes that are acquired by a Broker-Dealer in the Exchange Offer in exchange for Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its affiliates).

“ Business Day ”: As defined in the Indenture.

“ Closing Date ”: The date hereof.

“ Commission ”: The Securities and Exchange Commission.

“ Consummate ”: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the

Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes validly tendered by Holders thereof pursuant to the Exchange Offer.

“ Effectiveness Target Date ”: As defined in Section 5.

“ Damages Payment Date ”: With respect to the Notes, each Interest Payment Date.

“ Definitive Notes ”: As defined in the Indenture.

“ Exchange Act ”: The Securities Exchange Act of 1934, as amended.

“ Exchange Notes ”: The Company’s 6.375% Senior Notes due 2015 to be issued pursuant to the Indenture in the Exchange Offer.

“ Exchange Offer ”: The registration by the Company under the Act of any Exchange Notes pursuant to an Exchange Offer Registration Statement pursuant to which the Company shall offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities validly tendered in such Exchange Offer by such Holders.

“ Exchange Offer Registration Statement ”: The Registration Statement relating to an Exchange Offer, including the related Prospectus.

“ Exempt Resales ”: The transactions in which the Initial Purchasers propose to sell the Notes (i) to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Act or (ii) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the Act.

“ Gaming Authority ”: As defined in the Indenture.

“ Global Notes ”: As defined in the Indenture.

“ Guarantors ”: The Guarantors defined in the preamble hereto and any Person which becomes a guarantor after the date hereof pursuant to the terms of the Indenture.

“ Holders ”: As defined in Section 2(b) hereof.

“ Indenture ”: The indenture, dated the Closing Date, among the Company, the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee (the “ Trustee ”), pursuant to which the Notes are to be issued, as such indenture is amended or supplemented from time to time in accordance with the terms thereof.

“ Interest Payment Date ”: February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day.

“ NASD ”: National Association of Securities Dealers, Inc.

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“ Person ”: An individual, partnership, limited liability company, corporation, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“ Prospectus ”: The prospectus included in a Registration Statement, in each case at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

“ Record Holder ”: With respect to any Damages Payment Date, each Person who is a Holder of Securities on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.

“ Registration Default ”: As defined in Section 5 hereof.

“ Registration Default Period ”: As defined in Section 5 hereof.

“ Registration Statement ”: Any registration statement of the Company and the Guarantors relating to (a) an offering of any Exchange Notes (including guarantees thereof by the Guarantors) pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) which is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“ Restricted Broker-Dealer ”: Any Broker-Dealer which holds Broker-Dealer Transfer Restricted Securities.

“ Securities ”: The Notes and the Exchange Notes (including guarantees thereof by the Guarantors).

“ Shelf Registration Statement ”: As defined in Section 4 hereof.

“ TlA ”: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

“ Transfer Restricted Securities ”: Each Note until the earliest to occur of (a) the date on which such Note is exchanged by a person other than a Broker-Dealer for an Exchange Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement, (d) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act or (e) the date on which such Note ceases to be outstanding.

“ Underwritten Registration ” or “ Underwritten Offering ”: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

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(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “ Holder ”) whenever such Person owns Transfer Restricted Securities.

(a) Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date, the Exchange Offer Registration Statement, (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission at the earliest possible time, but in no event later than 210 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below. The 120 and 210 day periods referred to in (i) and (ii) of this Section 3(a) shall not include any period in which the Company is pursuing a Commission decision pursuant to 6(a)(i) below.

(b) Unless the Exchange Offer would not be permitted by applicable law or regulations, including all applicable gaming laws or Commission policy, the Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open, in each case, for a period of not less than the minimum period required under applicable federal securities laws to Consummate the Exchange Offer; provided , however , that in no event shall such period be less than 20 Business Days. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days, or longer if required by federal securities law, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission.

(c) The Company and the Guarantors shall include an “Underwriting” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or

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other trading activities, may exchange such Notes (other than Transfer Restricted Securities acquired directly from the Company or any of its affiliates) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Underwriting” section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Underwriting” shall not name any such Broker-Dealer or disclose the amount of Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Company and the Guarantors shall use their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers, and to ensure that such Registration Statement conforms in all material respects with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer Registration Statement is declared effective.

The Company shall promptly provide sufficient copies of the latest version of such Prospectus to such Restricted Broker-Dealers promptly upon request, at any time during such 180 days period in order to facilitate such sales.

(a) Shelf Registration . If (i) the Company and the Guarantors are not permitted to file an Exchange Offer Registration Statement or permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law, including all applicable gaming laws or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company prior to the 20th Business Day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and owns Notes acquired directly from the Company or one of its affiliates, then the Company and the Guarantors shall (x) use their respective commercially reasonable efforts to cause to be filed on or prior to 30 days after the date on which the Company and the Guarantors determine that they are not permitted to file the Exchange Offer Registration Statement pursuant to clause (i) above or the date on which the Company receives the notice specified in clause (ii) above, or longer if required by federal securities laws after such filing obligation arises (or, if later, 120 days after the Closing Date), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement) (in either event, the “ Shelf Registration Statement ”), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their respective commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the

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date on which the Company and Guarantors become obligated to file such Shelf Registration Statement (or if later, 210 days after the Closing Date). The Company and the Guarantors shall use their respective commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefits as provided under this Section 4(a), and to ensure that it conforms in all material respects with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date or such shorter period that will terminate when all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement.

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement . No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, such information specified in Item 507 of Regulation S-K under the Act and such other information as the Company or any Guarantor may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to special interest pursuant to Section 5 hereof unless and until such Holder shall have used its best efforts to provide all such information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company and Guarantors all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “ Effectiveness Target Date ”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or longer if required by federal securities law, or (iv) subject to the provisions of Section 6(c)(i) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within two Business Days by a post effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a “ Registration Default ” and each period during which a Registration Default has occurred and is continuing, a “ Registration Default Period ”), then the Company and the Guarantors hereby jointly and severally agree to pay special interest to each Holder of Transfer Restricted Securities which, in addition to the base interest that would otherwise accrue on the aggregate principal amount of Notes constituting Transfer Restricted Securities, shall accrue at a rate of 0.25% per annum for the first 90 days of the Registration Default Period, and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of special interest of 1.00% per annum for the remaining Registration Default Period. All accrued special interest shall be paid by the Company and the Guarantors on each Damages Payment Date to The Depository Trust Company or its nominee by wire transfer of immediately available funds or by federal

6

funds check and to Record Holders of Transfer Restricted Securities held as Definitive Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified, as provided in the Indenture. Following the cure of all Registration Defaults, relating to any particular Transfer Restricted Securities, the accrual of special interest with respect to such Transfer Restricted Securities will cease.

All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

(a) Exchange Offer Registration Statement . In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) below, shall use their respective commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i) If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Notes. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable actions to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company or any Guarantor, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the

7

Commission enunciated in Morgan Stanley and Co. Inc . (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an affiliate thereof.

(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co. Inc . (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.

(b) Shelf Registration Statement . In connection with the Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their respective commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereto), and pursuant thereto, the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof.

(c) General Provisions . In connection with any Registration Statement and any related Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Exchange Offer Registration Statement and the related Prospectus, to the extent that the same are required to be available to permit sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers), the Company and the Guarantors (where applicable) shall:

(i) use their respective commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold. Upon the occurrence of any event that

8

would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, (1) in the case of clause (A), correcting any such misstatement or omission, and (2) in the case of clauses (A) and (B), use their respective commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as provided above and as set forth in such Registration Statement or supplement to the Prospectus;

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, confirming such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, including, without limitation, under circumstances described in Section 6(c)(i) above. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, under state securities or Blue Sky laws, the Company and the Guarantors shall use their respective commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

9

(iv) in the case of a Shelf Registration Statement, furnish to each selling Holder named in any Registration Statement or Prospectus and each of the underwriter(s) in connection with such sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which the selling Holders of the Transfer Restricted Securities covered by such Registration Statement or the underwriter(s) in connection with such sale, if any, shall reasonably object within five Business Days after the receipt thereof. A selling Holder or underwriter, if any, shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission or fails to comply in all material respects with the applicable requirements of the Act;

(v) in the case of a Shelf Registration Statement, promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the selling Holders and to the underwriter(s) in connection with such sale, if any, make the Company’s representatives (and representatives of the Guarantors) available for discussion of such document and other customary due diligence matters, subject to the execution and delivery of customary confidentiality agreements, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi) in the case of a Shelf Registration Statement, subject to the execution and delivery of customary confidentiality agreements, make available at reasonable times for inspection by the selling Holders, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such selling Holders or any of such underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

(vii) in the case of a Shelf Registration Statement, if requested by any selling Holders or the underwriter(s) in connection with such sale, if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Underwriting” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities, being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities, to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon

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as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(viii) in the case of a Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s) in connection with such sale, if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix) in the case of a Shelf Registration Statement, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantors shall:

(A) furnish to each selling Holder and each underwriter, if any, upon the effectiveness of the Shelf Registration Statement:

(1) a certificate dated the date of effectiveness of the Shelf Registration Statement signed on behalf of the Company by (x) the President or any Vice President or the General Counsel and (y) a principal financial or accounting officer of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraph (i) of Section 7 of the Purchase Agreement and such other similar matters as the Holders or underwriter(s) may reasonably request;

(2) an opinion dated the date of effectiveness of the Shelf Registration Statement, of counsel for the Company and the Guarantors covering matters similar to those set forth in paragraphs (b) through (e) of Section 7 of the Purchase Agreement and such other matter as the Holders, and/or underwriters may reasonably request, and in any event including a statement to the effect that such counsel has participated in the preparation of the Prospectus and, although the limitations inherent in the independent verification of factual matters and in the role of outside counsel are such that such counsel has not undertaken to investigate or verify independently, and does not assume responsibility for, the accuracy, completeness or fairness of the statements contained in it

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(other than as explicitly stated otherwise in such opinion), based upon such participation (and relying as to materiality to the extent such counsel deemed reasonable on officers, employees and other representatives of the Company and the Guarantors), no facts have come to such counsel’s attention that led such counsel to believe that the Prospectus or any amendment or supplement (except for the financial statements, financial statement schedules and other financial data included or omitted from those documents, as to which such counsel expresses no such belief), at the time the Prospectus was issued or on the date of such letter, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, has not independently verified and expresses no opinion with respect to the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in or omitted from any Registration Statement contemplated by this Agreement or the related Prospectus or to that part of such Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended; and

(3) to the extent permitted under applicable accounting standards, a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings;

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by the selling Holders, the underwriter(s), if any, and Restricted Broker-Dealers, if any, to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (x).

The above shall be done at each closing under such underwriting or similar agreement, as and to the extent required thereunder, and if at any time the representations and warranties of the Company and the Guarantors contemplated in (A)(1) above cease to be true and correct, the Company or the Guarantors shall so advise the underwriter(s), if any, the selling Holders and each Restricted Broker-Dealer promptly and if requested by such Persons, shall confirm such advice in writing;

(xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may

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reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided , however , that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xii) issue, upon the request of any Holder of Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Notes held by such Holder shall be surrendered to the Company for cancellation;

(xiii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to such sale of Transfer Restricted Securities;

(xiv) use their respective commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities, including, without limitation, the Gaming Authority as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, subject to the proviso contained in clause (xi) above;

(xv) subject to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company;

(xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including

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any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use their respective commercially reasonable efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities; provided , however , that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xviii) otherwise use their respective commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act);

(xix) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable the Indenture to be so qualified in a timely manner;

(xx) provide promptly to each Holder upon request each document filed by the Company or Las Vegas Sands, Inc. with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act; and

(xxi) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriters, if any.

(d) Restrictions on Holders . Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing by the Company (the “ Advice ”) that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of either such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the

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period from and including the date of the giving of such notice pursuant to Section 6(c)(i) or Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice.

All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel) that may be required by the rules and regulations of the NASD); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors; (v) all application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its own internal expenses and the internal expenses of the Guarantors (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

(a) In connection with a Shelf Registration Statement or the delivery of a Prospectus contained in an Exchange Offer Registration Statement by any participating Broker-Dealer or Initial Purchaser who seeks to sell Exchange Notes, the Company and the Guarantors will, jointly and severally, indemnify and hold harmless each Holder against any losses, claims, damages or liabilities, joint or several, to which it may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary Prospectus or Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse each Holder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided , however , that neither the Company nor any of the Guarantors shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission contained in any Registration Statement, preliminary Prospectus or Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company or the Guarantors by or on behalf of any of the Holders or such Broker-Dealer or Initial Purchaser expressly for inclusion therein; and provided further , however , that the Company and the Guarantors shall not be liable to any such Holder (other than the Initial Purchasers) with respect to any Registration Statement, preliminary Prospectus or

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Prospectus to the extent that any such loss, claim, damage or liability of such person results from the fact that such Holder participated in a sale of Securities to a person as to whom it shall be established that there was not sent or given, at or at a reasonable time prior to the written confirmation of such sale, a copy of the final Prospectus or any amendment or supplement thereto if the Company and the Guarantors have previously furnished copies thereof in sufficient quantity to such Holder and sufficiently in advance of the time of delivery of such Securities to allow for distribution by such time of delivery and the loss, claim, damage or liability of such Holder results from an untrue statement or omission of a material fact contained in or omitted from the Registration Statement, the preliminary Prospectus or Prospectus which was identified in writing at such time to such Holder (other than the Initial Purchasers) and corrected in the final Prospectus or amendment or supplement thereto and such correction would have cured the defect giving rise to such loss, claim, damage or liability.

(b) Each Holder will, severally and not jointly, indemnify and hold harmless the Company and the Guarantors against any losses, claims, damages or liabilities to which the Company or the Guarantors may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of material fact contained in any Registration Statement, preliminary Prospectus or Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement, preliminary Prospectus or Prospectus, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company or the Guarantors by or on behalf of such Holder or such Broker-Dealer or Initial Purchaser expressly for use therein; and will reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Section 8, except to the extent that it has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to local counsel) for the indemnified parties subject to such claim. No indemnifying party shall, without the written consent of the indemnified party (which consent shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or

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contribution may be sought (whether or not the indemnified party is an actual or potential party to such action or claim) thereunder unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. No indemnifying party shall be liable for any settlement or compromise of, or consent to the entry of any judgment with respect to any such action or claim effected without its consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company or the Guarantors to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, the Company and the Guarantors agree that they shall be liable for any settlement of any proceeding effected without the Company’s written consent if (i) such settlement is entered into more than thirty (30) Business Days after receipt by the Company or the Guarantors of the aforesaid request and (ii) neither the Company nor any of the Guarantors shall 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) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from their sale of the Notes, on the one hand, and any Holder, on the other, from such Holder’s sale of Transfer Restricted Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantors, on the one hand, and of such Holder, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and any Holder, on the other, shall be deemed to be in the same proportion as the total net proceeds from the sale of the Notes received by the Company bear to the total proceeds received by such Holder upon its sale of Notes. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors, on the one hand, or the Holders, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Holder shall be required to contribute any amount in excess of the amount by which the total price received by such Holder with respect to the sale of its Notes pursuant to a Registration

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Statement exceeds the sum of (a) the amount paid by such Holder for such Notes plus (b) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Holders’ obligations in this subsection (d) to contribute are several in proportion to the respective principal amount of Securities held by each of the Holders hereunder and not joint.

(e) The obligations of the Company and the Guarantors under this Section 8 shall be in addition to any liability which the Company and the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of such Holder, if any, and to each person, if any, who controls any Holder within the meaning of the Act and the obligations of Holders under this Section 8 shall be in addition to any liability which the respective Holders may otherwise have, and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantors and to each person, if any, who controls the Company or the Guarantors within the meaning of the Act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to indemnification from any person who was not guilty of such fraudulent misrepresentation.

The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in customary underwriting arrangements entered into in connection therewith and (b) completes and executes all reasonable questionnaires, powers of attorney, lock-up letters and other documents required under the terms of such underwriting arrangements.

For any Underwritten Offering, the investment banker or investment bankers and manager or managers for any Underwritten Offering that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided , that such investment bankers or managers must be reasonably acceptable to the Company; provided further , that Goldman, Sachs & Co. is hereby agreed to be reasonably acceptable to the Company. Such investment bankers and managers are referred to herein as the “ underwriters .”

(a) Remedies . Each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture, the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of the

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provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements . Neither the Company nor any of the Guarantors will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c) Adjustments Affecting the Securities . The Company will not take any action, or voluntarily permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer unless such action or change is required by law or regulation.

(d) Amendments and Waivers . The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of this Section 12(d), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

(e) Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii) if to the Company or the Guarantors:

Las Vegas Sands Corp.

3355 Las Vegas Blvd. South

Las Vegas, NV 89109

Telecopier No.: (702) 733-5449

Attention: Bradley K. Serwin, Esq.

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telecopier No.: (212) 757-3990

Attention: John C. Kennedy, Esq.

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All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(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) Heading . 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 THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF, SUBJECT TO REQUIREMENTS OF ALL APPLICABLE GAMING LAWS.

(j) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) 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, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

On behalf of each of the Initial Purchasers

Exhibit 10.56

TAX INDEMNIFICATION AGREEMENT

TAX INDEMNIFICATION AGREEMENT , dated as of December 17, 2004 and effective as of the closing of the Restructuring (as defined herein) (the “ Agreement ”), among Las Vegas Sands, Inc., a Nevada corporation (the “ Company ”), the persons listed on Schedule A attached hereto (individually, a “ Stockholder ” and, collectively, the “ Stockholders ”), and, solely for purposes of being bound by Section 3.1 hereof, Las Vegas Sands Corp, a Nevada corporation (“Holdco”), the Venetian Casino Resort, LLC (the “Venetian”), and Interface Group Holding Company, Inc. (“Interface”).

WHEREAS , the Company holds 100% of the outstanding common interests in the Venetian, and Interface holds 100% of the outstanding preferred interest in the Venetian;

WHEREAS , the Company is and has been an “S corporation” (as defined herein) since April 29, 1988;

WHEREAS , it is anticipated that the Company’s election to be an S corporation will terminate, in accordance with Section 1362(d) of the Internal Revenue Code of 1986, as amended (the “ Code ”) as a result of the merger of a wholly-owned subsidiary of Holdco with and into the Company with the Company becoming a wholly-owned subsidiary of Holdco (the “ Restructuring ”);

WHEREAS , Interface was an S corporation prior to the contribution of 100% of the total outstanding stock of Interface to the Company pursuant to the Contribution Agreement, dated as of July 29, 2004, among Sheldon G. Adelson and the Company (the “ Interface Contribution ”);

WHEREAS , from and after the date of the Interface Contribution, Interface has elected to be treated as a Qualified Subchapter S Subsidiary (a “QSub”) for federal income tax purposes;

WHEREAS , it is anticipated that Interface’s QSub election will terminate, in accordance with Treasury Regulation §1.1361-5(a), as a result of the Restructuring;

WHEREAS , Holdco contemplates a public offering (the “ Offering ”) of its stock;

WHEREAS , it is anticipated that the Restructuring will occur prior to and in contemplation of the Offering;

WHEREAS , the closing of the Restructuring is a condition to the effectiveness of this Agreement;

WHEREAS , in connection with the Offering, the Company and Stockholders wish to provide for certain indemnification with respect to the prior status of the Company and Interface as S corporations.

NOW THEREFORE , in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . The following terms as used herein have the following meanings:

“ Applicable Tax Percentage ” means the highest aggregate effective marginal rate of federal, state and local income tax or, when applicable, alternative minimum tax, to which any Stockholder subject to the highest marginal rate of tax would be subject in the relevant taxable period of determination, taking into account only that Stockholder’s share of income and deductions attributable to their interest in the Company and/or Interface, as applicable, during such relevant taxable period. For the avoidance of doubt, the determination of the Applicable Tax Percentage shall take into account any difference in the applicable rate of federal, state and local income tax attributable to the character each relevant income item (such as capital gain as opposed to ordinary income).

“ Final Determination ” means a settlement, compromise or other agreement with the Internal Revenue Service or the relevant state or local Governmental Authorities, whether contained in an Internal Revenue Service Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the Internal Revenue Service or the relevant state and local Governmental Authorities, an agreement contained in Internal Revenue Service Form 870AD or other comparable form, an agreement that constitutes a determination under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state or local tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

“ Interface Adjustment ” shall mean (i) any adjustment, pursuant to a Final Determination, to any tax return of Interface for any particular S Taxable Year, or (ii) the filing of an amended return for any particular S Taxable Year, in each case that results in an increase in the net income of Interface attributable to its interest in the Venetian (or results in a change in the character of such income for tax purposes) and that is allocable to a Stockholder for such S Taxable Year as determined by reference to the tax return originally filed (or the most recent amended return filed) by the Company and/or Interface, as applicable, for such S Taxable Year.

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“ LVSI Adjustment ” shall mean (i) any adjustment, pursuant to a Final Determination, to any tax return of the Company for any particular S Taxable Year, or (ii) the filing of an amended return for any particular S Taxable Year, in each case that results in an increase in the net income of the Company (or results in a change in the character of such income for tax purposes) that is allocable to a Stockholder for such S Taxable Year as determined by reference to the tax return originally filed (or the most recent amended return filed) by the Company for such S Taxable Year.

“ S Corporation ” shall have the meaning set forth in Section 1361(a)(1) of the Code.

“ S Taxable Year ” shall mean, with respect to each of the Company and Interface, any taxable period (or portion thereof) of such entity during which it was an S corporation. For the avoidance of doubt, S Taxable Year shall not include any taxable period (or portion thereof) of Interface during which it was a QSub.

“ S Termination Year ” means the taxable year of the Company that includes the Termination Date.

“ Short S Taxable Year ” shall mean that portion of the S Termination Year beginning on the first day of such taxable year and ending on the day immediately preceding the Termination Date.

“ Tax Loss ” shall mean, with respect to any Stockholder for any particular taxable period (or portion thereof), the excess, if any, of (x) the product of (i) the net income of such Stockholder determined after taking into account any applicable Interface Adjustment or LVSI Adjustment, as the case may be (but determined without taking into account any other items of income, gain, loss, deductions or other tax attributes of such Stockholder during such period or available for use during such period), and (ii) the Applicable Tax Percentage for such taxable period (or portion thereof) determined after taking into account any changes in the character of the net income of Interface or the Company, as the case may be, pursuant to an Interface Adjustment or an LVSI Adjustment, over (y) the product of (iii) the net income of such Stockholder determined without taking into account such Interface Adjustment or LVSI Adjustment (and determined without taking into account any other items of income, gain, loss, deductions or other tax attributes of such Stockholder during such period or available for use during such period), and (iv) the Applicable Tax Percentage for such taxable period (or portion thereof) determined without taking into account such Interface Adjustment or LVSI Adjustment; provided, however, that the computation of Tax Loss shall also take into account the deductibility of state and local taxes for federal income tax purposes. Tax Losses shall also include any interest and penalties attributable to the excess of (x) over (y) described above. For the avoidance of doubt, if during any particular taxable period the amounts described in (y) equal or exceed the amounts described in (x), the Stockholder shall be deemed to have no Tax Loss with respect to such Interface Adjustment or LVSI Adjustment for such taxable period.

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“ Taxing Authority ” means the IRS or any comparable state, local or foreign taxing authority.

“ Termination Date ” means the date on which the S Corporation status of the Company will terminate as a result of the Company becoming a member of Holdco’s consolidated group in accordance with Treasury Regulation §1.1502-76(b)(1)(ii)(A).

ARTICLE II

OBLIGATIONS

2.1 Company Indemnification of Stockholders for LVSI Income . On or before March 31, 2005, the Company shall make a payment to each Stockholder equal to the excess of (i) the product of (x) the Applicable Tax Percentage and (y) the net income of the Company as determined by reference to the Company’s Internal Revenue Service Form 1120S the Short S Taxable Year, over (ii) any prior distributions made to such Stockholder by the Company with respect to such net income.

2.2 Company’s Indemnification of Stockholders for LVSI Adjustments . In the event of an LVSI Adjustment, the Company hereby agrees to pay to each of the Stockholders an amount equal to such Stockholder’s Tax Loss attributable to such LVSI Adjustment. With respect to states in which the Company has previously filed composite returns including a Stockholder, the foregoing obligation shall be accomplished by the Company, as necessary, re-filing the composite returns and paying directly any additional amounts owed.

2.3 Company’s Indemnification of Stockholders for Interface Adjustments . In the event of an Interface Adjustment, the Company hereby agrees to pay to each of the Stockholders an amount equal to such Stockholder’s Tax Loss attributable to such Interface Adjustment. With respect to states in which Interface has previously filed composite returns including a Stockholder, the foregoing obligation shall be accomplished by Interface, as necessary, re-filing the composite returns and paying directly any additional amounts owed.

2.4 Gross Up for Additional Tax . In the event that any amounts paid to a Stockholder pursuant to Sections 2.1, 2.2, 2.3 or 3.1 are determined, pursuant to a Final Determination, to constitute taxable income to a Stockholder for federal, state or local tax purposes, the Company hereby agrees to increase any payment to such Stockholder to the extent necessary to ensure that, after taking into account any income taxes attributable to the receipt of such amounts (including, without limitation, any income taxes attributable additional amounts paid to a Stockholder pursuant to this Section 2.4), the Stockholder shall have received a net sum equal to what such Stockholder would have received if the amounts payable pursuant to this Article 2 or Section 3.1 were not treated as taxable income to such Stockholder for federal, state or local tax purposes, as applicable.

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2.5 Payment . Any payment required to be made pursuant to this Agreement shall be paid within thirty (30) days after receipt of written notice from the Stockholder that a payment is due hereunder.

ARTICLE III

CONTESTS/COOPERATION

3.1 Cooperation . If, in the course of any audit or other administrative proceeding relating to a tax return of a Stockholder, Interface, the Company, or the Venetian, as the case may be, any Taxing Authority proposes any adjustment that, if determined pursuant to a Final Determination, would constitute an Interface Adjustment or an LVSI Adjustment (a “ Proposed Adjustment ”), the Stockholder, Interface, the Company or the Venetian, as applicable, will provide notice of such Proposed Adjustment to the other relevant parties hereto. The parties shall make available to each other, as reasonably requested, and to any Taxing Authority all information, records or documents relating to any liability for taxes covered by this Agreement and shall preserve such information, records and documents until the expiration of any applicable statute of limitations or extensions thereof. The Company shall reimburse the Stockholders for all reasonable out-of-pocket costs incurred in producing such information. In the case of any Proposed Adjustment in connection with the audit or other administrative proceeding relating to a tax return of any Stockholder, if such Stockholder elects to pay the tax associated with such Proposed Adjustment and pursue a refund of such amount in the forum of the Stockholder’s choice, the Company shall, promptly after receiving written notice thereof from the Stockholder, pay an amount to such Stockholder equal to the amount that would be payable by the Company to such Stockholder pursuant to Article 2 hereof if the Proposed Adjustment was an Interface Adjustment or an LVSI Adjustment pursuant to a Final Determination; provided, however, that if (x) there is a Final Determination that the Interface Adjustment or the LVSI Adjustment, as the case may be, is less than the Proposed Adjustment, the Stockholder shall promptly refund any such difference to the Company on an after tax basis, or (y) there is a Final Determination that the Interface Adjustment or the LVSI Adjustment is greater than the Proposed Adjustment, the Company shall promptly pay to the Stockholder an amount equal to such excess in a manner consistent with Article 2. The Stockholder, Interface, the Company or the Venetian, as applicable, shall promptly provide the other relevant parties hereto with a copy of any official document evidencing a Final Determination. Holdco shall cause Interface, the Company and the Venetian to perform their respective obligations under this Section 3.1 and shall provide such assistance to any Stockholder as may be reasonably requested by such Stockholder.

ARTICLE IV

MISCELLANEOUS

4.1 Counterparts . This Agreement may be executed in several counterparts, each of which, when executed, shall be deemed to be an original, but all of

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which counterparts collectively shall constitute a single instrument representing the agreement among the parties hereto.

4.2 Construction of Terms . Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

4.3 Governing Law . This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the substantive laws of the state of New York without regard to any choice of law rules of such state.

4.4 Amendment and Modification . This Agreement may be amended, modified or supplemented only by a writing executed by all the parties hereto.

4.5 Assignment . Except by operation of law or in connection with the sale of all or substantially all the assets of a party, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by the Stockholders without the written consent of the Company or by the Company without written consent of the Stockholders. Any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

4.6 Interpretation . The title, article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties, and shall not in any way affect the meaning or interpretation of this Agreement.

4.7 Severability . In the event that any one or more of the provisions of this Agreement shall be held to be illegal, invalid or unenforceable in any respect, the same shall not in any respect affect the validity, legality or enforceability of the remainder of this Agreement, and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provision with an enforceable provision approximating, to the extent possible, the original intent of the parties.

4.8 Entire Agreement . This Agreement embodies the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. There are no representations, promises, warranties, covenants or undertakings other than those expressly sat forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

4.9 Further Assurances . Subject to the provisions of this Agreement, the parties shall acknowledge such other instruments and documents and take all other actions that may be reasonably required in order to effectuate the purposes of this Agreement.

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4.10 Waivers, Etc . No failure or delay on the part of any party in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power preclude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of this Agreement nor consent to any departure by the parties therefrom shall in any event be effective unless it shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given.

4.11 Set-off . All payments to be made by the Company under this Agreement shall be made without set-off, counterclaim or withholding, all of which are expressly waived.

4.12 Change of Law . If, due to any change in applicable law or regulations or the interpretation thereof by any court or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement shall be impracticable or impossible, the parties shall use their best efforts to find an alternative means to achieve the same or substantially the same results as are contemplated by such provision.

4.13 Notices . All notices under this Agreement shall be validly given if in writing and delivered personally or sent by registered mail, postage prepaid to the Company at:

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: General Counsel

Telephone: (702) 414-4409

or at such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by mail shall be deemed delivered five calendar days after the date mailed.

(Remainder of this page is intentionally left blank)

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.

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Exhibit 10.66

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT among Las Vegas Sands Corp., a Nevada corporation (“ LVSC ”), Las Vegas Sands, Inc., a Nevada corporation and wholly-owned subsidiary of LVSC (“ LVSI ” and together with LVSC, the “ Company ”) and Bradley K. Serwin (“ Executive ”) is made as of December 9, 2004 and shall be effective as of January 4, 2005 (the “ Effective Date ”).

WHEREAS , the Company desires to employ Executive pursuant to the terms, provisions and conditions set forth in this employment agreement (the “ Agreement ”); and

WHEREAS , Executive desires to accept his employment on the terms hereinafter set forth in this Agreement.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, and intending to be legally bound thereby, the Company and Executive agree as follows:

1. Employment . The Company shall employ Executive, during the “Term” (as defined below) and subject to the conditions set forth in this Agreement, to serve as General Counsel and Secretary of the Company or in such other managerial or executive capacity as the Board of Directors of LVSC (the “ Board ”) may from time to time determine.

2. Duties . Executive shall have such powers, duties and responsibilities as are generally associated with his office, as the same may be modified and/or assigned to Executive from time to time by the Chief Executive Officer of the Company (the “ CEO ”), and subject to the supervision, direction and control of the CEO and the Board.

3. Performance . Executive hereby accepts the employment described herein under the terms and conditions set forth in this Agreement. Executive covenants and agrees faithfully and diligently to perform all of the duties of his employment, devoting his full business and professional time, attention, energy and ability to promote the business interests of the Company. Executive further agrees that during the period of his employment with the Company, he will not engage in any other business or professional pursuit whatsoever unless the Board shall consent thereto in writing; provided, however, that the foregoing shall not preclude Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable amount of time to private investments that do not unreasonably interfere or conflict with the performance of Executive’s duties under this Agreement.

4. Term . The initial term of Executive’s employment hereunder shall commence as of the Effective Date and shall expire on the day prior to the third anniversary of the Effective Date (the “ Initial Term ”), unless sooner terminated as

provided herein. The term of Executive’s employment shall thereafter be automatically extended for successive one-year periods (each such period, a “ Renewal Term ”) unless, no later than one hundred and twenty (120) days prior to the expiration of the Initial Term or any Renewal Term, one party shall give written notice to the other of his or its intention not to extend, in which event this Agreement, and Executive’s employment hereunder, shall terminate at the end of the Initial Term or Renewal Term, as applicable (the Initial Term plus any Renewal Term shall collectively be referred to as the “ Term ”).

5. Licensing Requirement . Executive shall file an application to obtain a finding of suitability as an officer (Chief Financial Officer) of the Company (the “ License ”) with the Nevada State Gaming Control Board and the Nevada Gaming Commission (collectively, the “ Nevada Gaming Authorities ”), pursuant to the provisions of applicable Nevada gaming laws and the regulations of the Nevada Gaming Commission. Executive agrees, at the Company’s sole cost and expense, to cooperate with the Nevada Gaming Authorities at all times, including but not limited to in connection with the processing of such application and any investigation thereof undertaken by the Nevada Gaming Authorities.

6. Compensation and Benefits . As more fully provided in this Section 6, Executive shall be entitled to receive salary, benefits and other payments of regular compensation. In addition, Executive shall be eligible to participate in LVSI’s Executive Cash Incentive Plan (the “ Executive Cash Incentive Plan ”) and LVSC’s 2004 Equity Award Plan (the “ 2004 Equity Award Plan ”), each to be established following the date hereof and prior to the first initial public offering of the “Shares” (as defined below) on a nationally recognized stock exchange (the “ IPO ”), and each to be administered by the Compensation Committee of the Board (the “ Committee ”).

(a) Base Salary . During the Term, Executive shall receive a base salary of no less than $500,000 per year, payable in accordance with the usual payroll practices of the Company (the “ Base Salary ”).

(b) Base Bonus .

(i) Subject to Section 6(e), during the Term, Executive shall be eligible to receive an annual cash bonus (the “ Base Bonus ”) under the Executive Cash Incentive Plan in respect of each fiscal year of the Company (a “ Fiscal Year ” which, as of the date hereof, is the period January 1 through December 31) commencing after December 31, 2004 and ending during the Term.

(ii) The annual Base Bonus shall be earned and payable quarterly based on the attainment of EBITDAR-based targets determined in the sole discretion of the Committee for each such quarter following consultation with senior management. If Executive fails to achieve the EBITDAR-based targets for one or more fiscal quarters in a Fiscal Year, he shall be eligible to earn the

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missed quarterly Base Bonus payment on account of achieving additional targets in later quarters of the same Fiscal Year or targets in respect of the entire Fiscal Year, in each case as established by the Committee in its sole discretion following consultation with senior management.

(iii) The target annual Base Bonus for the 2005 Fiscal Year shall be $0.

(iv) Commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, the target annual Base Bonus shall increase automatically by at least four percent (4%) of the sum of (x) Executive’s Base Salary for the immediately preceding Fiscal Year plus (y) the Base Bonus paid to Executive with respect to the immediately preceding Fiscal Year. In addition, commencing with the 2006 Fiscal Year, if the Company sustains for at least six (6) months annualized EBITDAR levels at the threshold levels described below, the target annual Base Bonus shall be cumulatively increased by at least the corresponding amount described in the following table:

(c) Annual Supplemental Bonus .

(i) In addition to the Base Bonus, commencing with the 2005 Fiscal Year, Executive shall be eligible to receive an additional annual cash bonus (the “ Annual Supplemental Bonus ”) under the Executive Cash Incentive Plan equal to a percentage of the sum of (x) Executive’s Base Salary for the Fiscal Year plus (y) the Base Bonus paid to Executive for such Fiscal Year, subject to the achievement of annual targets primarily based on EBITDAR to be established in the sole discretion of the Committee following consultation with senior management (the “ Target ”). In the event

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that eighty percent (80%) of the Target is not achieved in respect of a Fiscal Year, the Annual Supplement Bonus percentage for such Fiscal Year shall be zero percent (0%). In the event that one hundred and ten percent (110%) of the Target is achieved in respect of a Fiscal Year, the Annual Supplemental Bonus for that Fiscal Year shall be calculated using the maximum Annual Supplemental Bonus percentage. The Annual Supplemental Bonus shall be calculated using straight line interpolation for performance between eighty percent (80%) of Target and one hundred percent (100%) of Target.

(ii) The target Annual Supplemental Bonus percentage shall be sixty percent (60%) and the maximum Annual Supplemental Bonus percentage shall be one hundred and twenty percent (120%). Notwithstanding the foregoing, commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, if the Company sustains for at least six (6) months annualized EBITDAR levels at the threshold levels described below, the target Annual Supplemental Bonus percentage and the maximum Annual Supplemental Bonus percentage shall at least equal the corresponding percentages described in the following table:

(iii) Notwithstanding any provision of this Section 6(c) to the contrary, the Annual Supplemental Bonus for the 2005 Fiscal Year shall in no event be less than $50,000.

(d) Equity Awards .

(i) Subject to Section 6(e), in the 2005 Fiscal Year, and in each Fiscal Year during the Term thereafter while Executive is employed by the Company, Executive shall be granted an equity award under the 2004 Equity Award Plan (each such award, an “ Incentive Award ”). One half of each Incentive Award (the “ Share Incentive Award ”) shall be granted as restricted shares of the Company’s common stock, $0.001 par value per share (“ Shares ”) during the first quarter of the Fiscal Year following the

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Fiscal Year to which the award relates (but in no event later than March 15 of such Fiscal Year) upon certification by the Committee of, and subject to, the attainment of performance goals determined by the Committee for such Fiscal Year, which performance goals shall be substantially similar to those goals used to determine the Annual Supplemental Bonus (for example, the Incentive Award for the 2005 Fiscal Year would be made in the first quarter of the 2006 Fiscal Year if the Performance Goals for the 2005 Fiscal Year are attained). The other half of each Incentive Award (the “ Option Incentive Award ”) shall be granted, in the form of a nonqualified stock option to purchase Shares at a per Share exercise price equal to the fair market value of a Share on the date of grant, immediately following the first meeting of the Board during the Fiscal Year to which such Option Incentive Award relates (but in no event later than March 15 of such Fiscal Year).

(ii) The value of the Incentive Award for the 2005 Fiscal Year shall be that number of restricted Shares and options having a value of $500,000.

(iii) Commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, if during the immediately preceding Fiscal Year the Company sustains for at least six (6) months annualized EBITDAR levels at the threshold levels described below, the target value of the Incentive Award for the subsequent Fiscal Year shall at least equal the corresponding amount described in the following table:

(iv) The value of any Option Incentive Award shall be measured by determining the grant date Black-Scholes value of such Award; which value shall be determined by a nationally recognized compensation consultant selected by the Committee in consultation with senior management using the valuation

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methodology followed for other senior executives of the Company. The value of any Share Incentive Award shall be the aggregate grant date Fair Market Value (as defined in the 2004 Equity Award Plan) of the Shares subject to such Award.

(v) Each Option Incentive Award shall vest with respect to twenty-five percent (25%) of the options subject thereto, on each of the first through fourth anniversaries of the first day of the Fiscal Year in which such Incentive Award is granted. Each Share Incentive Award shall vest with respect to thirty-three and one-third percent (33  ¹ / 3 %) of the restricted Shares subject thereto (and the restrictions on such Shares shall lapse), on each of the first through third anniversaries of the first day of the Fiscal Year in which such Share Incentive Award is granted. Each Option Incentive Award and Share Incentive Award shall have such termination, forfeiture and other terms as are applicable to stock option or restricted stock awards granted to other senior executives of the Company, as set forth in the 2004 Equity Award Plan and the applicable award agreement.

(vi) If a termination of this Agreement and Executive’s employment hereunder occurs on or after the last day of a Fiscal Year, but prior to the date on which the Share Incentive Award with respect to such Fiscal Year would have been granted to Executive had his employment not terminated (the “ Award Date ”), then, if the Committee certifies that the performance goals for such Fiscal Year have been attained, the Executive shall be granted on the Award Date that number of fully vested Shares equal to the product of (A) the Share Incentive Award Executive would have received had his employment not terminated multiplied by (B) the applicable percentage set forth in the following table:

(e) Notwithstanding any provision of Sections 6(b), (c) and (d) to the contrary, no Base Bonus or Annual Supplemental Bonus shall be paid, and no Incentive Award shall be granted on or after the earlier of (A)

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the date of the first meeting of shareholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the IPO occurs or (B) such earlier date on which any such Bonus or Incentive Award would cease to be exempt from the deduction limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”) (such date, the “ 162(m) Effective Date ”), unless Sections 6(b), (c) and (d) have been approved prior to such date by a committee consisting of at least two (2) “outside directors” within the meaning of Section 162(m) of the Code.

(f) Employee Benefit Plans . During the Term, Executive shall be entitled to participate in any fringe group health, medical, dental, hospitalization, life, accident insurance or other welfare plans, and any tax-qualified pension, tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in effect or maintained by the Company during the Term hereof for the benefit of its employees generally, or for its senior executives subject to all restrictions and limitations contained in such plans or established by governmental regulation. In addition to the foregoing, Executive shall be entitled to participate in such executive retirement and capital accumulation plans as may be established, sponsored or maintained by the Company and in effect from time to time for the benefit of its senior executives, including without limitation, any nonqualified supplemental executive retirement plan or deferred compensation plan.

(g) Expense Reimbursement . Executive is authorized to incur such reasonable expenses as may be necessary for (i) the performance of his duties hereunder, in accordance with the policies of the Company established and in effect from time to time, and (ii) in order to maintain professional licenses and for required continuing legal education, and, except as may be otherwise agreed, the Company will reimburse Executive for all such authorized expenses upon submission of an itemized accounting and substantiation of such expenditures adequate to secure for the Company a tax deduction for the same, in accordance with applicable Internal Revenue Service guidelines.

(h) Vacations and Holidays . Executive shall be entitled to vacations and holidays as provided in the Company’s Flex Day Plan as in effect from time to time, but no less than the following: four (4) weeks of paid vacation leave per year at such times as may be requested by Executive and approved by the Company. No more than three (3) weeks of vacation shall be taken consecutively. Up to two (2) weeks of vacation may be carried over to the following year (but not to the next).

7. Confidentiality . Executive agrees that he will hold in strictest confidence and, without the prior express written approval of the Board, will not disclose to any person, firm, corporation or other entity, any confidential information which he

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has acquired or may hereafter acquire during his employment by the Company pertaining to the business or affairs of the Company or any of its subsidiaries or affiliates, including but not limited to (i) proprietary information or other documents concerning the Company’s or its subsidiaries’ or affiliates’ policies, prices, systems, methods of operation, contractual arrangements, customers or suppliers; (ii) the Company’s or its subsidiaries’ or affiliates’ marketing methods, credit and collection techniques and files; or (iii) the Company’s or its subsidiaries’ or affiliates’ trade secrets and other “know how” or information concerning its business and affairs not of a public nature. The covenant and agreement set forth in this Section shall apply during Executive’s employment by the Company and shall survive termination of this Agreement, and Executive’s employment hereunder, for any reason and shall remain binding upon Executive without regard to the passage of time or other events.

8. Restrictive Covenant . Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows:

(a) During the Term and (i) in the case of a termination of Executive’s employment with the Company for any reason other than due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof or (ii) in the case of a termination of Executive’s employment with the Company due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof, solely in the event that the Company provides Executive with a written notice by no later than the date of such termination that it has elected to continue to pay to Executive the Base Salary Executive would have received if he remained employed for the (12) months following the date of such Non-Renewal Termination, for a period of one (1) year from the date of such termination, Executive shall not directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own, manage, finance, operate, control or otherwise engage or participate in any manner or fashion in, any hotel or casino in (I) Clark County, Nevada (including, without limitation, the City of Las Vegas), (II) the Macau Special Administrative Region of The People’s Republic of China or (III) any other location in which the Company or any of its affiliates is doing business or has made substantial plans to commence doing business, in each case at the time of Executive’s termination.

(b) In addition to, and not in limitation of, the provisions of Section 8(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Term and for the period commencing on the date of Executive’s termination and ending on the second anniversary of such date of termination, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director,

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shareholder, or in any other individual or representative capacity, on behalf of Executive or any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith, or (ii) hire or engage any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates.

(c) Executive understands that the provisions of this Section 8 may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 8. In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section 8 otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

(d) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(e) In the event that Executive violates any of the restrictive covenants set forth in Sections 8(a) or 8(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable equity award agreement, all outstanding stock options to purchase Shares and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the date on which such violation first occurs.

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9. Disability . If, during his employment with the Company, Executive shall, in the opinion of an independent physician selected by agreement between the Board and Executive, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365 day consecutive period or for a continuous period of six (6) consecutive months (in either case, a “ Disability ”), then the Company shall have the right to terminate Executive’s employment hereunder in accordance with the provisions of Sections 10(a)(ii) and 10(d)(ii).

10. Termination Events .

(a) In General . Notwithstanding the provisions of Section 4 of this Agreement, this Agreement and Executive’s employment hereunder shall terminate upon the occurrence of any of the following events:

(i) Executive’s death;

(ii) the giving of written notice of termination by the Company based upon Executive’s Disability;

(iii) the giving of written notice to Executive by the Company that he is discharged for “Cause” (as hereinafter defined);

(iv) the giving of written notice by Executive to the Company that “Good Reason” (as hereinafter defined) has occurred and that he has elected to resign, in which event termination shall occur thirty (30) days after delivery of such notice unless such act or omission that gave rise to Good Reason has been cured by the Company prior to the expiration of such thirty (30) day period;

(v) the giving of sixty (60) days written notice to Executive by the Company that the Company has chosen to terminate Executive’s employment without Cause;

(vi) (A) the giving of written notice by Executive that Executive has chosen to terminate his employment with the Company without Good Reason, in which case his employment shall terminate sixty (60) days after receipt of such notice by the Company or (B) the giving by Executive of a notice of intention not to extend the Term pursuant to Section 4 hereof, in which case his employment shall terminate at the end of the then current Initial or Renewal Term, as applicable (in either case, a “ Voluntary Termination ”); or

(vii) if a notice of intention not to extend the Term is sent by the Company pursuant to Section 4 hereof, upon the

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discharge of Executive at the end of the then current Initial or Renewal Term, as applicable (a “ Non-Renewal Termination ”).

(b) “ Cause ,” as used in Section 10(a)(iii) above, shall mean:

(i) (A) conviction of a felony, misappropriation of any material funds or material property of the Company, its subsidiaries or affiliates, (B) commission of fraud or embezzlement with respect to the Company, its subsidiaries or affiliates or (C) any material act of dishonesty relating to Executive’s employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates;

(ii) use of alcohol or drugs that renders Executive materially unable to perform the functions of his job or carry out his duties to the Company;

(iii) a material breach of this Agreement by Executive;

(iv) committing any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or

(v) the withdrawal with prejudice, denial, revocation or suspension of the License by the Nevada Gaming Authorities;

provided that, with respect to (ii), (iii) or (v) above, the Company shall have first provided Executive with written notice stating with specificity the acts, duties or directives Executive has committed or failed to observe or perform, and Executive shall not have corrected the acts or omissions complained of within thirty (30) days of receipt of such notice.

(c) “ Good Reason ,” as used in Section 10(a)(iv) above, shall mean:

(i) the failure of the Company to maintain Executive as an executive officer of the Company;

(ii) a reduction in Executive’s Base Salary;

(iii) except as provided in Section 6(e), a reduction in Executive’s target Base Bonus, target Annual Supplemental Bonus or target Incentive Award opportunity;

(iv) a failure by the Company to obtain the approvals described in Section 6(e) prior to the 162(m) Effective Date;

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(v) a material change in the duties and responsibilities of office that would cause Executive’s position to have less dignity, importance or scope than intended at the Effective Date and as set forth herein; provided, however, that “Good Reason” shall not be deemed to occur solely as a result of a transaction in which the Company becomes a subsidiary of another company, so long as Executive’s duties and responsibilities of office are not materially changed as they relate solely to the Company; or

(vi) a material breach of this Agreement by the Company.

(d) Consequences . Termination pursuant to this Section shall have the following consequences:

(i) Death . In the case of a termination of this Agreement and Executive’s employment hereunder due to Executive’s death, Executive’s estate, as the case may be, shall be entitled to receive (A) all accrued and unpaid Base Salary and bonus(es) through the date of termination; (B) continued payment of the Base Salary and Base Bonus Executive would have received had he remained employed for the twelve (12) months following the date of termination; (C) a pro rata bonus for the year of termination, payable when annual bonuses would normally be paid to other executive officers of the Company, in an amount equal to the product of (x) the Annual Supplemental Bonus Executive would have earned had Executive remained employed with the Company for the entire Fiscal Year in which the termination of Executive’s employment occurs, multiplied by (y) a fraction, the numerator of which is the number of days in the Fiscal Year prior to the date of termination and the denominator of which is 365 (the “ Pro Rated Bonus ”); and (D) accelerated vesting of all equity awards (including Incentive Awards) such that the portion of each such award that would have vested during the twelve (12) month period following the date of termination had Executive remained employed during such period shall be immediately vested as of the date of termination.

(ii) Disability . In the case of a termination of this Agreement and Executive’s employment hereunder by the Company due to Disability, Executive shall be entitled to receive (A) all accrued and unpaid Base Salary and bonus(es) through the date of termination; (B) continued payment of the Base Salary and Base Bonus Executive would have received had he remained employed for the twelve (12) months following the date of termination, less any short term disability insurance proceeds received by Executive during such twelve (12) month period; (C) a

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Pro Rated Bonus; and (D) accelerated vesting of all equity awards (including Incentive Awards) such that the portion of each such award that would have vested during the twelve (12) month period following the date of termination had Executive remained employed during such period shall be immediately vested as of the date of termination.

(iii) Non-Renewal Termination . In the case of a termination of this Agreement and Executive’s employment hereunder due to a Non-Renewal Termination, Executive shall be entitled to receive (A) all accrued and unpaid Base Salary and bonus(es) through the date of termination and (B) continued vesting of all equity awards (including Incentive Awards) in accordance with their terms so that all such awards continue to vest and restrictions on any restricted Shares continue to lapse at the same rate as if Executive had remained employed by the Company.

(iv) For Cause; Voluntary Termination . In the case of a termination of this Agreement and Executive’s employment hereunder by the Company for Cause or due to a Voluntary Termination, Base Salary and benefits, including the vesting of any equity awards, payable to Executive shall immediately cease, subject to any requirements of law.

(v) Without Cause; For Good Reason (No Change in Control) . In the case of a termination of this Agreement and Executive’s employment with the Company by Executive for Good Reason or by the Company without Cause, in each case at any time other than within the two (2) year period following a “Change in Control” (as that term shall be defined in the 2004 Equity Award Plan), then Executive shall be entitled to receive (A) all accrued and unpaid Base Salary and bonus(es) through the date of termination; (B) continued payment of the Base Salary and Base Bonus Executive would have received had he remained employed through the remainder of the Term, unless and until Executive shall become employed elsewhere in which event the Company shall pay only the excess, if any, of the Base Salary and Base Bonus over fifty percent (50%) of the salary and bonus compensation earned by Executive in such employment; (C) the Pro Rated Bonus; (D) accelerated vesting of all equity awards (including Incentive Awards) so that all such awards are fully vested as of the date of termination; and (E) continued participation in the health and welfare benefit plans of the Company during the remainder of the Initial Term or the Renewal Term, as applicable; provided , that the Company’s obligation to provide such benefits shall cease at the time Executive and his covered dependents become eligible for comparable benefits from

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another employer that do not exclude any pre-existing condition of Executive or any covered dependent that was not excluded under the Company’s health and welfare plans immediately prior to the date of termination.

(vi) Without Cause; For Good Reason (Change in Control) . In the case of a termination of this Agreement and Executive’s employment with the Company by Executive for Good Reason or by the Company without Cause, in each case within the two (2) year period following a Change in Control, then Executive shall be entitled to receive promptly following the date of such termination, (A) all accrued and unpaid Base Salary and bonus(es) through the date of termination; (B) a lump sum payment of two (2) times the sum of (I) the Base Salary, (II) the target Base Bonus for the year of termination and (III) the target Annual Supplemental Bonus for the year of termination; (C) a pro rata annual bonus for the year of termination in an amount equal to the product of (x) the sum of Executive’s target Base Bonus and target Annual Supplemental Bonus, in each case for the Fiscal Year in which the termination of Executive’s employment occurs, multiplied by (y) a fraction, the numerator of which is the number of days in the Fiscal Year prior to the date of termination and the denominator or which is 365; (D) accelerated vesting of all equity awards (including Incentive Awards) so that all such awards are fully vested as of the date of termination; and (E) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination; provided , that the Company’s obligation to provide such benefits shall cease at the time Executive and his covered dependents become eligible for comparable benefits from another employer that do not exclude any pre-existing condition of Executive or any covered dependent that was not excluded under the Company’s health and welfare plans immediately prior to the date of termination.

(vii) Health and Welfare Benefit Equivalents . To the extent that the health and welfare benefits provided for in Sections 10(d)(v) and (vi) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health and other

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welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive’s termination.

(e) Taxes . Notwithstanding any other provision of this Agreement to the contrary, if payments made pursuant to this Section 10 are considered “parachute payments” under Section 280G of the Code, then such parachute payments plus any other payments made by the Company to Executive which are considered parachute payments shall be limited to the greatest amount which may be paid to the Executive under Section 280G of the Code without causing any loss of deduction to the Company under such section, but only if, by reason of such reduction, the net after tax benefit to Executive shall exceed the net after tax benefit if such reduction were not made. “ Net after tax benefit ” for purposes of this Agreement shall mean the sum of (i) the total amounts payable to the Executive under Section 10, plus (ii) all other payments and benefits which the Executive receives or then is entitled to receive from the Company that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (iii) the amount of federal and state income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination of Executive’s employment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code.

(f) Release . Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments to which Executive is entitled under this Section 10 are conditional upon and subject to Executive’s execution of the Release and Covenant Not to Sue in the form attached hereto as Exhibit A (which form may be reasonably modified to reflect changes in the law), of all claims Executive may have against the Company and its directors, officers and affiliates, except as to matters covered by provisions of this Agreement that expressly survive the termination of this Agreement.

11. Assignment and Assumption .

(a) This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors.

(b) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or

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substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “ Company ” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12. Approval of Agreement . Executive and the Company acknowledge that the terms of this Agreement are subject to the approval of the Nevada Gaming Authorities and each agrees to make reasonable modifications in this Agreement, if necessary, to secure such approval. If this Agreement shall be disapproved by the Nevada Gaming Authorities and reasonable modifications shall be insufficient to obtain such approval, then this Agreement shall terminate and neither party shall have any further responsibility to the other hereunder.

13. Miscellaneous .

(a) Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if sent via a national overnight courier service or by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows:

If to Executive, to:

Bradley K. Serwin

c/o Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

If to the Company, to:

Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: General Counsel

With a copy to:

Charles D. Forman

Director, Member of the Compensation Committee

300 First Avenue

Needham, Massachusetts 02494

or to such other address as any party shall request of the others by giving notice in accordance with this Section.

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(b) Integration . This Agreement is the result of substantial negotiations between the parties, represents the complete agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings.

(c) Severability . If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

(d) Waiver of Provisions . The failure of either party to insist upon a strict performance of any of the terms or provisions of this Agreement or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right, or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party.

(e) Amendments . This Agreement may not be amended, changed or modified except by a written document signed by each of the parties hereto.

(f) Entire Agreement . This Agreement constitutes the entire agreement between the parties as of the Effective Date and supersedes all previous agreements and understandings between the parties with respect to the subject matter hereof, including the Prior Employment Agreement.

(g) Successors and Assigns . All provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the parties hereto, and their respective heirs, personal representatives, successors and permitted assigns.

(h) Governing Law . This Agreement shall be governed by, construed under, and interpreted in accordance with the laws of the State of Nevada applicable to agreements made and to be wholly performed within that State, without regard to its conflict of laws provisions or any conflict of laws provisions of any other jurisdiction which would cause the application of any law other than that of the State of Nevada. Any action to enforce this agreement must be brought in a court situated in, and the parties hereby consent to the jurisdiction of, courts situated in Clark County, Nevada. Each party hereby waives the rights to claim that any such court is an inconvenient forum for the resolution of any such action.

(i) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION

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WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.

(j) Dispute Resolution .

(i) Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 7 or 8 herein would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, and without limiting Section 8(f) hereof, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits (including the vesting of equity) to Executive pursuant to Section 10 if Executive has violated any provision of Section 7 or 8. Any controversy or claim arising out of or relating to Sections 7 or 8 of this Agreement (or the breach thereof) shall be settled by a state or federal court located in Las Vegas, Nevada.

(ii) Any controversy or claim arising out of or related to any provision of this Agreement other than Sections 7 or 8 shall be settled by final, binding and non-appealable arbitration in Las Vegas, Nevada. Subject to the following provisions, the arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “ AAA ”) then in effect. The arbitration shall be conducted by a panel of three arbitrators. One of the arbitrators shall be appointed by the Company, one shall be appointed by Executive and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within thirty (30) days of the appointment of the second arbitrator, then the third arbitrator shall be selected from a list of seven arbitrators selected by the AAA, each of whom shall be experienced in the resolution of disputes under employment agreements for executive officers of major corporations. From the list of seven arbitrators selected by the AAA, one arbitrator shall be selected by each party striking in turn with the party to strike first being chosen by a coin toss. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this

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Agreement other than a benefit specifically provided under or by virtue of the Agreement. The Company shall be responsible for all of the fees of the AAA and the arbitrators (if applicable).

(iii) If Executive prevails on any material issue which is the subject of an arbitration or litigation, as applicable, the Company shall reimburse one hundred percent (100%) of Executive’s reasonable legal fees and expenses. Otherwise, subject to Section 13(k)(ii), each party shall be responsible for its own expenses relating to the conduct of the arbitration or litigation, as applicable (including reasonable attorneys’ fees and expenses).

(iv) The arbitrators shall render an award and written opinion explaining the award.

(v) The hearing and arbitration proceedings (as well as any resulting judicial proceedings seeking to enforce or vacate any arbitration award) shall be conducted in a confidential manner and both the conduct and the results of the arbitration shall be kept confidential by the parties. The arbitrators shall be advised of the confidentiality of the proceedings and any award and decision of the arbitrators shall be written in such a way as to protect the confidentiality of personal information or information made (or recognized as) confidential by this Agreement or recognized as confidential by any confidentiality agreement.

(vi) In the event of litigation to secure provisional relief, or to enforce, confirm or review an arbitration award under this Agreement, any such court action shall be brought under seal to the extent permitted by the court in order to maintain the confidentiality of the matter as well as the confidentiality of the arbitration, the decision and award, any personal information and the confidentiality of any information which any party is required to keep confidential pursuant to this Agreement or any other agreement involving the parties. Each party to any such judicial action shall make every effort in any pleadings filed with the court and in his or its conduct of any court litigation to maintain the confidentiality of any personal information and any information which any party is required to keep confidential pursuant to this Agreement or any other agreement involving the parties. To this end, the court shall, inter alia , be informed of the confidentiality obligations of this Agreement and shall be requested that any decision, opinion or order issued by the court be written in such a manner as to protect the confidentiality of any information which is required to be kept confidential pursuant to this Agreement or any other agreement involving the parties.

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(vii) In the event of a dispute subject to this Section 13(k), the parties shall be entitled to reasonable, but expedited discovery related to the claim that is the subject of the dispute, subject to the discretion of the arbitrators. Any discovery agreed upon or authorized by the arbitrators shall be concluded prior to the date set for the hearing. In the event of a conflict between the applicable rules of the AAA and the procedures set forth in this Section 13(k), the provisions of this Section 13(k) shall govern.

(k) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(l) Executive’s Representations . Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; (ii) Executive is not a party to or bound by an employment agreement, noncompete agreement or confidentiality agreement with any other person or entity which would interfere in any material respect with the performance of his duties hereunder; and (iii) Executive shall not use any confidential information or trade secrets of any person or party other than the Company and its subsidiaries in connection with the performance of his duties hereunder

(m) Continuation of Employment . Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement, and Executive’s employment may thereafter be terminated “at will” by Executive or the Company.

(n) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(o) No Mitigation . Except as expressly provided in Sections 10(d)(v) and (vi), Executive shall not be required to mitigate the value of any payments or benefits contemplated by this Agreement, nor shall any such benefits be reduced from any earnings or benefits that Executive may receive from any other source.

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(p) Headings . Section headings in this Agreement are included for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement.

(q) Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(r) Survival . Sections 7 and 8 shall survive and continue in full force and effect in accordance with their terms notwithstanding the termination of this Agreement and Executive’s employment for any reason.

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IN WITNESS WHEREOF , the parties have executed and delivered this Agreement at Las Vegas, Nevada as a contract under seal on the date first written above.

EXHIBIT A

GENERAL RELEASE

AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

Bradley K. Serwin (“ Executive ”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under that Employment Agreement dated as of December 9, 2004 (the “ Employment Agreement ”) by and among Executive, Las Vegas Sands Corp. (“ LVSC ”), a Nevada corporation, and Las Vegas Sands, Inc., a Nevada corporation and wholly-owned subsidiary of LVSC (“ LVSI ” and together with LVSC, the “ Company ”) does hereby covenant not to sue or pursue any litigation against, and waives, releases and discharges the Company, its assigns, affiliates, subsidiaries, parents, predecessors and successors, and the past and present shareholders, employees, officers, directors, representatives and agents of any of them (collectively, the “ Company Group ”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this Release and Covenant Not to Sue against the Company Group relating to his employment with the Company or the termination thereof or his service as an officer or director of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ ADEA ,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs; provided , however , that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release and Covenant Not to Sue is conditioned) or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or any insurance coverage under any directors and officers insurance or similar policies.

Executive further agrees that this Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or

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Executive’s heirs or assigns. Executive understands and confirms that Executive is executing this Release and Covenant Not to Sue voluntarily and knowingly, but that this Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this Release and Covenant Not to Sue from filing a charge with any relevant Federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.

In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.

This Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made and to be performed entirely within such State.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this Release and Covenant Not to Sue, which Executive has waived, and the Company agrees that Executive may cancel this Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this Release and Covenant Not to Sue has been signed by all parties to this Release and Covenant Not to Sue. In order to cancel or revoke this Release and Covenant Not to Sue, Executive must deliver to the General Counsel of the Company written notice stating that Executive is canceling or revoking this Release and Covenant Not to Sue. If this Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Employment Agreement and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this Release and Covenant Not to Sue.

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IN WITNESS WHEREOF , the parties hereto have caused this General Release and Covenant Not to Sue to be executed on this              day of                      ,          .

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