99年展览.2

JOINT FILING AND SOLICITATION AGREEMENT

然而,某些 of the undersigned are stockholders, 直接的或有益的, 金沙赌场, a Delaware corporation (the “Company”);

然而, FVP Master Fund， L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), 萤火虫 Value Partners， LP, a Delaware limited partnership (“萤火虫 Value Partners”), FVP gp, llc a Delaware limited liability company (“FVP GP”), 萤火虫管理有限责任公司, a Delaware limited liability company (“萤火虫 Management”), 瑞安Heslop and 阿里尔Warszawski (collectively, “萤火虫”), and 萨曼莎霍尔德 wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2020 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, 还有任何延期, 推迟, 重组 或其延续, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve 上述.

现在，大家都同意， 这个2^nd day of March 2020 by 本协议双方:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, 经修订的（“交易法”）, 每一个 以下签字人（合）, the “Group”) agrees to the joint filing on behalf of 每一个 of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. 每一个 member of the Group shall be responsible for the accuracy and completeness of his, 她或它自己在其中的披露, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So 只要这个协议有效, 每一个 of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or 出售s of securities of the Company; or (ii) any securities of the Company over which they acquire 或者处置实益所有权. Notice shall be given no later than 24 hours after 每一个 such transaction.

3.       So 只要这个协议有效, Ms. 霍尔德 agrees to provide 萤火虫 advance written notice prior to effecting any purchase, 出售, acquisition or disposal of any securities of the Company which she has, 或者会有, direct or indirect beneficial ownership so that 萤火虫 has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Ms. 霍尔德. Ms. 霍罗伊德也同意 not undertake or effect any purchase, 出售, acquisition or disposal of any securities of the Company without the prior written 萤火虫同意.

4.       每一个 of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve 上述.

5.       萤火虫 shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly 所有这些预先批准的费用.

6.       每一个 of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by 萤火虫, or its representatives, which approval shall not be unreasonably withheld.

7.       的 relationship of 本协议双方 shall be limited to carrying on the business of the Group in accordance with the terms of this 协议. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business 如本文所述. Nothing herein shall be construed to authorize any party to act as an agent for any other party, 或者创造 a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase 或出售公司的证券, 当他, 她或它认为合适, 在他的, 她或由其自行决定, 分别, 提供 that all such 出售s are made in compliance with all applicable securities laws.

8.       这 协议 may be executed in counterparts, 每一个 of which shall be deemed an original and all of which, 综上所述, 应当构成 but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this 协议 or their investment 在公司, 本协议双方 consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       任何 本协议任何一方均可终止其合同, her or its obligations under this 协议 on 24 hours’ written notice to all other parties, with a copy by fax to Kenneth Mantel at Olshan, Fax No. (212) 451-2222.

11.       每一个 party acknowledges that Olshan shall act as counsel for both the Group and 萤火虫 and its affiliates relating to their investment 在公司.

12.       每一个 of the undersigned parties hereby agrees that this 协议 shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) 根据交易法.

在见证 关于什么, 本协议双方 have caused this 协议 to be executed as of the day and year first above written.