EX-99 2 lvs_exhibit8x02132019-13da.htm EXHIBIT 8 Exhibit
EXHIBIT 8

SHELDON G. ADELSON
DR. MIRIAM ADELSON
c/o Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
October 26, 2017
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Registration Rights Agreement
Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008 (the “Agreement”) by and among Las Vegas Sands Corp. (the “Company”) and the other parties named therein. The undersigned understand that the Company proposes to file a registration statement on Form S-3ASR (the “Registration Statement”) on or before November 3, 2017 to register an indeterminate amount of debt securities, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), shares of the Company’s preferred stock, par value $0.001 per share (“Preferred Stock”), warrants, depositary shares, units and purchase contracts for securities of the Company for potential future issuance and sale from time to time by the Company.
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement.
The Company and the undersigned hereby agree that the parties listed on Schedule A hereto (the “Transferees”) are Permitted Assignees of Designated Holders, or Affiliates of such Permitted Assignees, and have received Registrable Securities, together with the associated registration rights, in transfers from Designated Holders. Such Transferees hereby agree to be bound as Designated Holders by the provisions of the Agreement, and the Company agrees to treat the Transferees as Designated Holders for all purposes of the Agreement.
Pursuant to Section 11(f) of the Agreement, the undersigned Designated Holders, holding more than 50% of the Registrable Securities, hereby waive, on their own behalf and on behalf of all Designated Holders, the right to (a) receive written notice from the Company of the filing of the Registration Statement and (b) register any shares of Common Stock or Preferred Stock in the Registration Statement.
Except for the specific waivers and agreements contained herein, the rights of the undersigned and other parties to the Agreement under the Agreement shall remain in full force and effect. This letter may be delivered by any party by facsimile or other electronic


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transmission and may be executed by any one or more of the parties in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
 
Very truly yours,
 
 
 
 /s/ Sheldon G. Adelson
 
Sheldon G. Adelson
 
 
 
 
 
 /s/ Miriam Adelson
 
Dr. Miriam Adelson

ESBT S TRUST U/D/T DATED OCTOBER 1, 2002
ESBT Y TRUST U/D/T DATED OCTOBER 1, 2002
QSST A TRUST U/D/T DATED OCTOBER 1, 2002
QSST M TRUST U/D/T DATED OCTOBER 1, 2002
THE 2016 SHELLEY FAYE ADELSON TRUST U/D/T DATED JANUARY 10, 2016
GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST
GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND
FAMILY TRUST

YASMIN LUKATZ 2010 REMAINDER TRUST
 /s/ Miriam Adelson
 
 /s/ Irwin Chafetz
 
 
Dr. Miriam Adelson, Trustee
 
Irwin Chafetz, Trustee
 
 
SIVAN OCHSHORN 2010 REMAINDER TRUST
 /s/ Miriam Adelson
 
 /s/ Irwin Chafetz
 
 /s/ Timothy D. Stein
Dr. Miriam Adelson, Trustee
 
Irwin Chafetz, Trustee
 
Timothy D. Stein, Trustee
MIRIAM ADELSON 2011 REMAINDER TRUST     
MIRIAM ADELSON 2011 FRIENDS AND FAMILY TRUST
 /s/ Irwin Chafetz
 
 
Irwin Chafetz, Trustee
 
 


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SIVAN OCHSHORN 2010 GRANTOR TRUST
 /s/ Miriam Adelson
 
 /s/ Sivan A. O. Dumont
Dr. Miriam Adelson, Trustee
 
Sivan A. O. Dumont, Trustee
COUNTRY PARK DC TRUST DATED EFFECTIVE JANUARY 24, 2015
COUNTRY PARK DD TRUST DATED EFFECTIVE JANUARY 24, 2015
COUNTRY PARK EA TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK EB TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK EC TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK ED TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK FA TRUST DATED EFFECTIVE JANUARY 24, 2017
EVERGREEN NORTH TRUST DATED EFFECTVE MARCH 19, 2013
 /s/ Irwin Chafetz
 
 
Irwin Chafetz, Trustee
 
 
YASMIN LUKATZ 2010 GRANTOR TRUST
 /s/ Yasmin E. Lukatz
 
 /s/ Timothy D. Stein
Yasmin Lukatz, Trustee
 
Timothy D. Stein, Trustee
LUKATZ FAMILY INVESTMENT LLC
 /s/ Yasmin E. Lukatz
 
 /s/ Timothy D. Stein
Yasmin Lukatz, Manager
 
Timothy D. Stein, Manager

Accepted and agreed,
as of the date first written above

LAS VEGAS SANDS CORP.
 
 
 
By:
 /s/ Robert G. Goldstein
 
 
Name: Robert G. Goldstein
 
 
Title: President & COO
 


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Schedule A
Transferees

Miriam Adelson 2011 Remainder Trust u/d/t dated March 31, 2011
Miriam Adelson 2011 Friends and Family Trust u/d/t dated March 31, 2011
Adelson September 2012 LVS Trust u/d/t dated September 13, 2012
Sivan Ochshorn 2010 Grantor Trust
Sivan Ochshorn 2010 Remainder Trust u/d/t dated December 15, 2010
Yasmin Lukatz 2010 Remainder Trust u/d/t dated October 27, 2010
Yasmin Lukatz 2010 Grantor Trust
Lukatz Family Investment LLC
Country Park DC Trust dated effective January 24, 2015
Country Park DD Trust dated effective January 24, 2015
Country Park EA Trust dated effective January 20, 2016
Country Park EB Trust dated effective January 20, 2016
Country Park EC Trust dated effective January 20, 2016
Country Park ED Trust dated effective January 20, 2016
Country Park FA Trust dated effective January 24, 2017
Evergreen North Trust dated effective March 19, 2013
The 2016 Shelley Faye Adelson Trust dated effective January 10, 2016
General Trust under the Sheldon G. Adelson 2007 Remainder Trust
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust



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