Plan Of Merger

Agreement and Plan of Merger

 





between


SAMDREW V, INC.


and


LAS VEGAS SPORTS RESORT, INC.



Dated as of October 24, 2008







AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2008, between Samdrew V, Inc., a Delaware corporation ("Parent"), and Las Vegas Sports Resort, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Sub"). Parent and Sub are hereinafter collectively referred to as the "Constituent Corporations."

WITNESSETH:

WHEREAS, the board of directors of Parent has determined that it is advisable and in the best interests of the respective companies and shareholders to enter into a business combination by means of the merger of Sub with and into Parent (the "Merger") and has approved and adopted this Agreement and Plan of Merger (the "Agreement");

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Merger and Effective Time. Effective upon the filing of the certificate of ownership and merger (the "Certificate of Merger"), entered into concurrently herewith, with the Secretary of State of the State of Delaware (the "Effective Time