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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 ma
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