DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  July 28, 2009
(Date of earliest event reported)

WPT ENTERPRISES, INC.(Exact name of registrant as specified in its charter)

Delaware	0-50848	77-0639000
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5700 Wilshire Blvd., Suite 350, Los Angeles, California		90036
(Address of principal executive offices)		(Zip Code)

(323) 330-9900
Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement and Guaranty Agreement

On July 28, 2009, WPT Enterprises, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Gamynia Limited (“Buyer”) to sell substantially all of the Company’s operating assets other than cash, investments and certain excluded assets to Buyer. Borucoral Limited (“Guarantor”) has guaranteed the performance of all obligations of Buyer under the Purchase Agreement (the “Guaranty Agreement”). Gamynia forms part of a privately held investment group with assets in excess of $1 billion and is under common control with Guarantor. Gamynia has secured the services of industry leading online gaming marketing group Hardway Investments Ltd. which will seek to exploit and develop the WPT brands with a goal of maximizing future revenue opportunities. Pursuant to the Purchase Agreement, Buyer has agreed to acquire the assets and assume the liabilities set forth in the Purchase Agreement and the related ancillary agreements (collectively, the “Transaction”). The Company will retain all cash and cash equivalents, investments in debt securities and put rights, certain other investment and litigation assets, future foreign sponsorship revenues from the sponsorship of Seasons Four, Five and Six of the World Poker Tour and Season One of the Professional Poker Tour by PartyGaming (signed in 2006) and the license of Season Seven of the World Poker Tour to PokerStars (signed in 2009), certain office lease obligations, all employment obligations and certain other assets and liabilities set forth in the Purchase Agreement.

There are no other material existing relationships among the Company, Buyer, Guarantor or any of their respective affiliates, other than with respect to the Transaction.

Pursuant to the Purchase Agreement, at the close of the Purchase Agreement (“Close”), the Company will receive a $9,075,000 cash payment from Buyer. Buyer has also agreed to pay the Company 4% of future gaming revenues, as defined, and 5% of future sponsorship and other non-gaming revenues, as defined. For the two year period following the Close, 20% of the proceeds from the future revenue sharing arrangement will be placed into an escrow account to settle the Company’s indemnification obligations, if any, arising under the Purchase Agreement and the related ancillary agreements. The net cash proceeds from the Transaction will be retained by the Company and the Company plans to use the cash to develop or acquire a non-poker related business. The Company does not currently intend to distribute any proceeds from the Transaction to the Company’s stockholders.

The Purchase Agreement may be terminated by either Buyer or the Company if the Close has not occurred by January 28, 2010 or upon the occurrence of certain customary events as set forth in the Purchase Agreement. In addition, if the Purchase Agreement is terminated under certain circumstances, including a determination by the Company’s Board of Directors to accept an acquisition proposal it deems superior to the Transaction, the Company has agreed to pay Buyer a $1million termination fee.

The Purchase Agreement and the Guaranty Agreement contain customary representations and warranties, covenants and indemnification provisions. The Close is subject to closing conditions, including the approval of the Transaction by the Company’s stockholders and other customary closing conditions.

The foregoing description of the Transaction does not purport to be a complete statement of the parties’ rights under the Purchase Agreement and the Guaranty

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Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement and Guaranty Agreement, a copy of which is filed with this Current Report as Exhibit 2.1 and Exhibit 2.2, respectively and are incorporated by reference herein.

The Company’s Board of Directors has unanimously approved the Purchase Agreement and adopted resolutions recommending stockholder approval of the Purchase Agreement. The Company has agreed to hold a stockholder’s meeting to submit the Purchase Agreement to its stockholders for their approval.

On August 3, 2009, the Company issued a press release announcing the signing of the Purchase Agreement. This press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Stockholder Voting Agreements

In connection with the execution of the Purchase Agreement, Buyer and certain entities or individuals affiliated with three Company Board members entered into stockholder voting agreements (“Voting Agreements”) to vote their shares of Company common stock in favor of approval of the asset sale and against the approval or adoption of any alternative transactions. The entities or individuals affiliated with the three Company Board members also granted to Buyer a proxy to vote their shares of Company common stock in favor of the approval of the asset sale and agreed to not sell or transfer their shares of Company common stock prior to the expiration of the Voting Agreements. The entities or individuals that entered into the Voting Agreements are Mr. Lyle Berman and the Bradley Berman Irrevocable Trust, Julie Berman Irrevocable Trust, Jessie Lynn Berman Irrevocable Trust and Amy Berman Irrevocable Trust; Mr. Steven Lipscomb and the Lipscomb Viscolli Children’s Trust; and Mr. Bradley Berman. These entities or individuals together own or control an aggregate of approximately 39% of the Company’s outstanding common stock. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the Voting Agreements, the form agreement of which is filed as Exhibit 9.1 to this Current Report and is incorporated herein by reference.

Distribution Agreement

At the Close, the Company and Buyer have agreed to enter into a distribution agreement related to foreign sponsorship revenues from the sponsorship of Seasons Four, Five and Six of the World Poker Tour and Season One of the Professional Poker Tour by PartyGaming and related license agreements with foreign broadcasters (“Distribution Agreement”). Contracted foreign sponsorship revenues and license agreements with foreign broadcasters at the Close will be collected by and paid by the Company. Foreign sponsorship revenues and license agreements with foreign broadcasters contracted after the Close will be collected by and paid by Buyer and 50% of the net proceeds will be remitted to the Company. The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

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Change in Control Arrangements

The Company’s Board of Directors authorized an increase in the change in control payments to two executive officers if a sale of the Company’s assets to Gamynia or one other specific company closed in 2009. Previously, these two officers were to receive six months severance if their employment was terminated without cause. Under the new change in control arrangements, Mr. Rohin Malhotra and Mr. Adam Pliska will receive 18 months severance if a sale of the Company’s assets to Gamynia or one other specific company closes in 2009. The principle terms of the new change in control arrangements are filed as Exhibit 10.2 to this Current Report and the exhibit is incorporated herein by reference.

Important Additional Information Will Be Filed With the SEC

The Company plans to file with the U.S. Securities and Exchange Commission (“SEC”) and mail a proxy statement to its stockholders in connection with the proposed Transaction and the other corporate matters described therein. The proxy statement will contain important information about the Company, Buyer and Guarantor, the proposed Transaction and the Purchase Agreement, and the other corporate matters described therein. Investors and security holders are urged to read the proxy statement carefully when it is available before making any voting or investment decision with respect to the proposed Transaction and the other corporate matters described therein.

Investors and security holders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the proxy statement from the Company by contacting WPT Enterprises, Inc. Attn.: Investor Relations at 5700 Wilshire Blvd., Suite 350, Los Angeles, CA 90036 or by calling 323-330-9900.

The Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies with respect to the proposed Transaction and the other corporate matters set forth in the proxy statement. Information regarding the Company’s directors and executive officers and their ownership of Company shares is contained in the Company’s Annual Report on Form 10-K for the year ended December 28, 2008 and its definitive proxy statement for the Company’s 2009 Annual Meeting of Stockholders which was filed with the SEC on March 31, 2009, and is supplemented by other public filings made, and to be made, with the SEC. The Company’s directors and executive officers own approximately 33% of the Company’s common stock. A more complete description will be available in the proxy statement filed in connection with the proposed Transaction. Investors and security holders may obtain additional information regarding the direct and indirect interests of the Company and its directors and executive officers with respect to the proposed Transaction by reading the proxy statement and other filings referred to above.

Safe Harbor for Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Current Report (as well as information included in oral statements or other written statements made or to be made

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by executive officers or directors of the Company) contains statements that are forward-looking, such as expectations about the proposed Transaction and the Purchase Agreement, the retention of the net cash proceeds by the Company, the timetable for completing the transaction, the ability to enter into one or more strategic transactions to combine with another company, future revenues earned by Buyer with the brands and the Company’s participation in the future revenues, and the proxy statement to ask Company stockholders to approve the proposed Transaction and the Purchase Agreement. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, the risk that the Company’s stockholders do not approve the Purchase Agreement, the risk that the proposed Transaction is not closed, the risk that the Company does not acquire or develop another business using the cash proceeds from the Transaction, and the risk that Buyer does not earn significant future revenues with the brands and that the Company does not participate in the future revenues. For more information, review the Company’s filings with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1	Asset Purchase Agreement dated as of July 28, 2009 by and between Gamynia Limited and WPT Enterprises, Inc.*
2.2	Guaranty Agreement dated as of July 28, 2009 made by Borucoral Limited in favor of WPT Enterprises, Inc.
9.1	Form Stockholder Voting Agreement.
10.1	Distribution Agreement by and between Gamynia Limited and WPT Enterprises, Inc. (to be executed at the Close of the Transaction).
10.2	Amendment to Change in Control Arrangements with Certain Named Executive Officers.**
99.1	Press Release issued August 3, 2009.

*	Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit to the SEC upon request.
**	Management contract or compensation plan, contract or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WPT Enterprises, Inc.
August 3, 2009	By:	/s/ Thomas Flahie
		Name: Thomas Flahie
		Title: Interim Chief Financial Officer

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EX-2.1

Exhibit 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of July 28, 2009, by and between Gamynia Limited, a company incorporated under the laws of Cyprus (no. HH 239589) (“Buyer”), and WPT Enterprises Inc., a Delaware corporation (“Seller”).

A.            Seller engages in the business of developing, producing, marketing and licensing televised programming based on poker themes, including through (i) providing multi-media entertainment services through the domestic and international licensing of television broadcasts, international television sponsorship, and casinos and card rooms that host televised events; (ii) offering branded consumer products, and corporate sponsorship and management of televised and live events; (iii) operating international and domestic real money gaming websites; and (iv) developing the Chinese national card game (known as Tuo La Ji or Traktor Poker) (the foregoing, excluding the business of Seller relating to the Excluded Assets, is referred to herein as the “Business”).

B.            Seller desires to sell to Buyer, on the terms and conditions set forth herein, substantially all of the assets of Seller, other than the Excluded Assets (as defined below).

C.            Buyer desires to purchase substantially all of the assets of Seller other than the Excluded Assets and is prepared to assume the liabilities and obligations of Seller described herein, other than the Excluded Liabilities (as defined below), on the terms and conditions set forth herein.

Now, therefore, in consideration of the mutual agreements, representations, warranties and covenants set forth below, and intending to be legally bound, Buyer and Seller agree as follows:

1.DEFINITIONS; INTERPRETATION.

1.1.DEFINITIONS.  As used in this Agreement, the following terms shall have the following meanings:

1.1.1.“Acceptable Confidentiality Agreement” has the meaning set forth in Section 6.2.2.

1.1.2.“Accounts Payable” means all amounts owing by a Person for goods received by or services rendered to such Person.

1.1.3.“Accounts Receivable” means all rights of a Person to payment for goods sold or leases or for services rendered.

1.1.4.“Acquisition Notice” has the meaning set forth in Section 7.15.4.1.

1.1.5.“Acquisition Proposal” has the meaning set forth in Section 6.2.2.

1.1.6.“Affiliate” means with respect to any Person, a Person directly or

indirectly controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, contract or otherwise.

1.1.7.“Agreement” means this Asset Purchase Agreement, together with all of its exhibits and schedules, as the same may be amended, restated, supplemented or otherwise modified from time to time.

1.1.8.“Allocation Schedule” has the meaning set forth in Section 7.13.

1.1.9.“Alternative Acquisition Agreement” has the meaning set forth in Section 6.2.4.2.

1.1.10.“Assumed Liabilities” has the meaning set forth in Section 2.3.

1.1.11.“Assumption Agreement” has the meaning set forth in Section 8.2.2.

1.1.12.“Base Payment” has the meaning set forth in Section 3.1.1.

1.1.13.“Basket Amount” has the meaning set forth in Section 9.6.1.

1.1.14.“Bill of Sale” has the meaning set forth in Section 8.2.1.

1.1.15.“Business” has the meaning set forth in the recitals to this Agreement.

1.1.16.“Business Day” means any day which is not a Saturday, Sunday or a public or bank holiday in London, England, or in Los Angeles, California, U.S.A.

1.1.17.“Buyer” has the meaning set forth in the preamble to this Agreement.

1.1.18.“Buyer Acquisition Transaction” has the meaning set forth in Section 7.15.1.

1.1.19.“Buyer Indemnified Person” has the meaning set forth in Section 9.2.

1.1.20.“Change of Company Recommendation” has the meaning set forth in Section 6.2.4.

1.1.21.“China Venture” means Seller’s interest in (i) WPT ASIA (Beijing) Consulting Co., Ltd. (“WPT China”), (ii) that certain Cooperation Agreement dated July 26, 2007 by and between WPT China (as assignee of Seller) and China Leisure Sports Administrative Center, as amended pursuant to that certain Amendment No. 1 dated March 15, 2009 and that certain letter agreement dated March 15, 2009, and (iii) all related and associated rights, arrangements and agreements.

1.1.22.“Closing” means the consummation of the transactions contemplated hereby.

1.1.23.“Closing Date” has the meaning set forth in Section 8.1.

1.1.24.“Company Recommendation” has the meaning set forth in Section 6.1.6.

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1.1.25.“Confidential Information” has the meaning set forth in Section 7.7.

1.1.26.“Confidentiality Agreement” means that certain confidentiality agreement of even date herewith by and between Seller and Buyer.

1.1.27.“Consent” has the meaning set forth in Section 4.6.

1.1.28.“Contracts” means contracts, agreements, arrangements, understandings, commitments, leases or licenses to which Seller is party or by which Seller is bound in effect on the date hereof.

1.1.29.“Customer Agreements” has the meaning set forth in Section 4.15.3.

1.1.30.“Damages” has the meaning set forth in Section 9.2.

1.1.31.“Data Protection Legislation” has the meaning set forth in Section 4.24.

1.1.32.“Data Subject” has the meaning set forth in Section 4.24.

1.1.33.“Database” has the meaning set forth in Section 2.1.1.4.

1.1.34.“Designs” has the meaning set forth in Section 2.1.1.2.

1.1.35.“DGCL” means Delaware General Corporation Law.

1.1.36.“Domain Names” has the meaning set forth in Section 2.1.1.3.

1.1.37.“Escrow Agent” has the meaning set forth in Section 3.2.4.

1.1.38.“Escrow Cash” has the meaning set forth in Section 3.2.4.

1.1.39.“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.1.40.“Excluded Assets” has the meaning set forth in Section 2.2.

1.1.41.“Excluded Contracts” has the meaning set forth in Section 2.2.10.

1.1.42.“Excluded Liabilities” has the meaning set forth in Section 2.4.

1.1.43.“GAAP” means United States generally accepted accounting principles, consistently applied.

1.1.44.“Governmental Authorizations” has the meaning set forth in Section 4.4.

1.1.45.“Governmental Entity” means any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality (domestic or foreign).

1.1.46.“Gross Gaming Revenue” has the meaning set forth in Section 3.2.1.1.

1.1.47.“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, consistently applied.

1.1.48.“Indemnified Party” has the meaning set forth in Section 9.5.1.

1.1.49.“Indemnifying Party” has the meaning set forth in Section 9.5.1.

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1.1.50.“Intellectual Property” has the meaning set forth in Section 2.1.1.7.

1.1.51.“IPO” has the meaning set forth in Section 7.15.1.

1.1.52.“IPO Notice” has the meaning set forth in Section 7.15.6.

1.1.53.“Knowledge” means, (a) with respect a Person that is an individual, the current actual knowledge of such Person and the information such individual could reasonably be expected to discover or otherwise become aware of in the course of conducting a reasonable investigation concerning the existence of such fact or other matter, and (b) with respect to a Person that is a corporation, limited liability company, partnership or other entity, the current actual knowledge of the President, CEO, CFO, Secretary and Manager of such corporation, limited liability company, partnership or other entity without any duty to investigate (including, without limitation, in the case of Seller, the current actual knowledge of Lyle Berman, Steve Lipscomb, Adam Pliska and Rohin Malhotra) and the information such individual could reasonably be expected to discover or otherwise become aware of in the course of conducting a reasonable investigation concerning the existence of such fact or other matter.

1.1.54.“Law” means any federal, state, local or foreign law, statute or ordinance, common law, or any rule or regulation of any Governmental Entity.

1.1.55.“License Agreement” has the meaning set forth in Section 2.5.

1.1.56.“Lien” means any mortgage, pledge, lien, security interest, encumbrance, charge or other third-party claim.

1.1.57.“Material Adverse Effect” with respect to a Person, means any event, change or effect that is materially adverse to the financial condition, assets, business or results of operations of such Person.

1.1.58.“Material Contract” has the meaning set forth in Section 4.15.1.

1.1.59.“NewCo” has the meaning set forth in Section 7.15.4.2.

1.1.60.“Notice Period” has the meaning set forth in Section 6.2.4.2.

1.1.61.“Other Revenue” has the meaning set forth in Section 3.2.1.3.

1.1.62.“Permits” has the meaning set forth in Section 4.10.

1.1.63.“Permitted Liens” has the meaning set forth in Section 4.7.

1.1.64.“Person” means an individual, corporation, limited liability company, firm, joint venture, partnership, association, trust, unincorporated organization, government or political entity or any department, political subdivision or agent or instrumentality thereof, or other entity or organization, whether or not a legal entity.

1.1.65.“Personal Data” has the meaning set forth in Section 4.24.

1.1.66.“Prime Rate” means the Prime rate of interest as reported from time

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to time in the Wall Street Journal.

1.1.67.“Process/Processing” has the meaning set forth in Section 4.24.

1.1.68.“Proxy Statement” has the meaning set forth in Section 6.1.1.

1.1.69.“Purchase Price” has the meaning set forth in Section 3.1.

1.1.70.“Purchased Assets”has the meaning set forth in Section 2.1.

1.1.71.“Records” has the meaning set forth in Section 3.2.5.

1.1.72.“Representatives” has the meaning set forth in Section 6.2.1.

1.1.73.“Requisite Stockholder Vote” has the meaning set forth in Section 6.1.1.

1.1.74.“Revenue Payment Buyout” has the meaning set forth in Section 7.15.5.

1.1.75.“Revenue Payments” has the meaning set forth in Section 3.2.2.

1.1.76.“SEC” has the meaning set forth in Section 6.1.1.

1.1.77.“Seller” has the meaning set forth in the preamble to this Agreement.

1.1.78.“Seller Exercise Notice” has the meaning set forth in Section 7.15.4.2.

1.1.79.“Seller Indemnified Person” has the meaning set forth in Section 9.3.

1.1.80.“Shares” means shares of Common Stock of Seller.

1.1.81.“Software” has the meaning set forth in Section 2.1.1.6.

1.1.82.“solicit” has the meaning set forth in Section 7.11.3.

1.1.83.“Sponsorship Revenue” has the meaning set forth in Section 3.2.1.2.

1.1.84.“Stockholders Meeting” has the meaning set forth in Section 6.1.1.

1.1.85.“Subsidiaries” of a corporation, limited liability company, limited partnership, association or partnership means any legal entity of which such corporation, limited liability company, limited partnership, association or partnership (either alone or through or together with any other Subsidiary or Subsidiaries thereof) is the general partner or managing entity or of which at least a majority of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or others performing similar functions of such legal entity, is directly or indirectly owned or controlled by such corporation, limited liability company, limited partnership, association or partnership (either alone or through or together with any other Subsidiary or Subsidiaries thereof).

1.1.86.“Superior Proposal” has the meaning set forth in Section 6.2.2.

1.1.87.“Survival Period” has the meaning set forth in Section 9.1.4.

1.1.88.“Tangible Property” has the meaning set forth in Section 2.1.2.

1.1.89.“Tax(es)” means all taxes, however denominated, including any

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interest, penalties or other additions to tax imposed in respect thereof by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all sales and use taxes, ad valorem taxes, excise taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, real property gains taxes, transfer taxes, payroll and employee withholding taxes, unemployment insurance contributions, social security taxes, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, including any liability for amounts referred to above as a result of any obligations to indemnify another Person.

1.1.90.“Termination Fee” has the meaning set forth in Section 10.2.1.

1.1.91.“Trademarks” has the meaning set forth in Section 2.1.1.1.

1.1.92.“Transaction Documents” means this Agreement and the other documents, agreements or instruments delivered in connection with the consummation of the transactions contemplated hereby.

1.1.93.“Transferred Employees” has the meaning set forth in Section 7.11.1.

1.1.94.“Users” has the meaning set forth in Section 2.1.1.4.

1.1.95.“WPT Celebrity Invitational” means the invitation-only event traditionally held at the Commerce Casino in February/March with invitations extended to high profile Hollywood celebrities and top poker players as well as select VIPs.

1.2.INTERPRETATION.  In this Agreement:

1.2.1.words in the singular include the plural and words in the plural include the singular;

1.2.2.unless otherwise indicated, references to sections, exhibits or schedules mean sections, exhibits or schedules of this Agreement;

1.2.3.the division of the provisions of this Agreement into Sections and sub-Sections, and the headings used in this Agreement, are for convenience of reference only, and shall not be construed as having any substantive significance or as indicating that all the provisions of this Agreement relating to any topic are to be found in any particular Section;

1.2.4.references to any act, regulation, code of practice or statutory order include any amendment, re-enactment or extension of that act, regulation, code of practice or statutory order and in the case of an act include any relevant regulation, code of practice or order made under it;

1.2.5.in the event of any conflict or inconsistency between any exhibit or schedule and the other terms and conditions of this Agreement, the provisions of the other terms and conditions of this Agreement shall

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prevail;

1.2.6.except as expressly otherwise provided in this Agreement, any reference to “writing” or “written” includes faxes and any legible reproduction of words delivered in permanent and tangible form, but does not include e-mail, SMS and similar means of communication;

1.2.7.reference to the words “include” or “including” or similar words are to be construed without limitation to the generality of the preceding words; and

1.2.8.references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

2.SALE AND PURCHASE.

2.1.TRANSFER OF ASSETS AT THE CLOSING.  Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, assign, grant, transfer, and deliver (or cause to be sold, assigned, granted, transferred and delivered) to Buyer and Buyer shall purchase and accept from Seller as of the Closing Date, free and clear of all Liens (other than Permitted Liens), all of Seller’s right, title and interest, including all intellectual property rights, in and to all of Seller’s properties and assets (other than the Excluded Assets) of every kind and nature, real, personal or mixed, tangible or intangible, wherever located (collectively, the “Purchased Assets”), including, without limitation:

2.1.1.All right, title and interest of Seller in, to and under:

2.1.1.1.All trademarks, service marks, trade names, brand names, logos, slogans and trade references, in each case whether registered, under application or otherwise, owned by Seller, including those listed on Schedule 2.1.1.1 attached hereto, together with (i) any licenses with respect thereto; (ii) the goodwill and the business appurtenant thereto; and (iii) to the extent in Seller’s possession or control, any file histories, correspondence, application documents, search reports, documents concerning the prosecution history, enforcement or maintenance of rights, or restrictions on use, with respect to the trademarks, service marks, trade names, brand names, logos, slogans and trade references set forth in this Section, including, without limitation, any such documents with respect to applications or registrations abandoned on or before the Closing Date (collectively, the “Trademarks”);

2.1.1.2.All graphics and graphic elements, art work, copy, design, look or appearance, flow charts and software, whether in written, physical, digitalized or visual form owned by

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Seller, including those described in Schedule 2.1.1.2 attached hereto, including any and all intellectual property and any other proprietary rights associated therewith existing at any time under any Laws, including, without limitation, any trademark, service mark, trade name, brand name and/or copyright rights relating thereto, all registration and pending applications to register such rights, together with all such rights inhering in or protecting names and marks derivative of or similar to the same and the right to register any of the foregoing anywhere in the world (collectively, the “Designs”);

2.1.1.3.All domain names owned by Seller, including those listed in Schedule 2.1.1.3 attached hereto, including (i) all goodwill associated therewith and inhering therein, (ii) to the extent in Seller’s possession or control, originals of all files, correspondence and other records relating to or reflecting Seller’s registration of such domain names or any and all right and interest therein, (iii) any and all intellectual property and any other proprietary rights associated therewith existing at any time under any Laws, including, without limitation, any trademark, service mark, trade name, brand name and/or copyright rights relating thereto, all registration and pending applications to register such rights, together with all such rights inhering in or protecting names and marks derivative of or similar to the domain names and the right to register any of the foregoing anywhere in the world, and (iv) any and all rights of Seller pertaining to the domain names arising under its agreements with any and all domain name registrars (collectively, the “Domain Names”);

2.1.1.4.All information owned by Seller, if any, collected about users of Seller’s websites that are operated on any of the Domain Names since the commencement of business on such Domain Names (“Users”), including, without limitation, such users’ identity and their betting history, and including all marketing data, plans and strategies, forecasts, customer and supplier lists and relations, operating procedures, pricing methods and future plans, including, all goodwill associated therewith and inhering therein (the “Database”), and including, to the extent in Seller’s possession or control, originals of all files, information correspondence and other records relating to or reflecting the Database and any and all right and interest therein, any and all intellectual property and any other proprietary rights associated therewith existing at any time under any Laws, and any and all rights of Seller pertaining

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to the Database arising under its agreements with Users and any and all other third parties;

2.1.1.5.All works of authorship or other intellectual property rights authored, discovered, developed, made, perfected, improved, designed, engineered, acquired, produced, conceived or first reduced to practice by Seller or its employees or agents used by Seller in the conduct of the Business or developed by Seller for use in the Business, in any stage of development, including, without limitation, patents, patent applications, trademarks, service marks, copyrights, copyright registrations, trade names, inventions, ideas, designs, concepts, techniques, methods, processes, technology, formulae, trade secrets, brands, license rights, specifications, technical manuals and data, domain names, product information and data, work-in-progress, customer lists, business and marketing plans, including those listed in Schedule 2.1.1.7 attached hereto;

2.1.1.6.All software or other intellectual property rights that Seller has licensed from third parties and are being used in the Business, and the rights of Seller under all licenses to use the same, including those listed in Schedule 2.1.1.6 attached hereto, including, to the extent in Seller’s possession or control, source code, flow charts, coding sheets, programmer’s notes, code documentation, routines, engineering specifications, know-how and other rights pertaining to the same (collectively, the “Software”); and

2.1.1.7.Any other intellectual or intangible property embodied in or pertaining to the Business, whether pending, applied for or issued, wherever filed (collectively with subsections 2.1.1.1 through 2.1.1.6, the “Intellectual Property”);

2.1.2.All tangible personal property owned by Seller, other than excluded tangible personal property listed on Schedule 2.2.11 attached hereto, wherever located, that is used or licensed, intended to be used, licensed or sold, or held for use, license or sale by or on behalf of Seller in connection, directly or indirectly, with the Business, including all hardware, computers, servers, peripheral equipment, computing or communications devices, equipment, supplies, works in progress, furniture owned by Seller, in each such case whether such tangible personal property is then held by any of these parties, is in transit or is in the possession of a subcontractor, licensee, consignee, agent or other Person, including, without limitation, the items listed on Schedule 2.1.2 attached hereto (the “Tangible Property”);

2.1.3.All rights in and under any Contracts relating to the Business,

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including, without limitation, the Contracts listed on Schedule 2.1.3 attached hereto, including all goodwill associated therewith and inhering therein and, to the extent in Seller’s possession or control, originals of all files, information, correspondence and other records relating to or reflecting such Contracts, and any and all intellectual property and any other proprietary rights associated therewith existing at any time under any Laws;

2.1.4.All permits, authorizations, consents and approvals of any Governmental Entity used in connection with the Business to the extent transferable by applicable Law, including, without limitation, the items listed on Schedule 2.1.4 attached hereto;

2.1.5.All books, records files and papers, whether in hard copy or electronic format, used in the Business, including without limitation, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present, former and prospective suppliers or customers, personnel and employment records (to the extent allowable under applicable Law), in each case, to the extent in Seller’s possession or control (Seller shall be allowed access to or a copy of accounting records in order to meet audit, income tax and SEC filing obligations); and

2.1.6.All goodwill associated with the Business or the Purchased Assets.

2.2.EXCLUDED ASSETS.  Notwithstanding any provision of Section 2.1, the following assets of Seller shall be excluded from the Purchased Assets, and all rights in, such assets shall remain exclusively with Seller (collectively, the “Excluded Assets”):

2.2.1.all securities, equity interests, corporate minute books, stock transfer books, corporate seals and other documents relating to the organization, maintenance and existence of Seller and each of its Subsidiaries as entities;

2.2.2.all taxpayer and other identification numbers;

2.2.3.all Tax returns filed and associated Tax records and rights to refunds or claims to overpayments attributed to Tax payments made;

2.2.4.all cash, cash balances, deposits and cash equivalents as of the Closing Date;

2.2.5.all insurance policies and bonds and all prepaid expenses and deposits related thereto;

2.2.6.all prepaid expenses relating to the operation of the Business or the Purchased Assets;

2.2.7.all rights, claims, credits, causes of action or rights of set-off, and all rights to payment as a consequence of claims for refunds, rights of set off, rights of recovery and claims or causes of action relating to the Business or the Purchased Assets that arise before the Closing Date,

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including, without limitation, un-liquidated rights under warranties, and including, without limitation, in connection with the matters listed in Schedule 2.2.7 attached hereto;

2.2.8.all rights of Seller under this Agreement and all other Transaction Documents;

2.2.9.all rights of Seller with respect to the China Venture, whether arising before or after the Closing Date;

2.2.10.all rights of Seller under the Contracts listed on Schedule 2.2.10 attached hereto (the “Excluded Contracts”) and all revenues and other proceeds arising in connection therewith, whether arising before or after the Closing Date; and

2.2.11.all tangible personal property listed on Schedule 2.2.11 attached hereto;

2.2.12.all Accounts Receivable of Seller as of the Closing Date accruing, arising out of or relating to the Business or the Purchased Assets; and

2.2.13.the assets listed on Schedule 2.2.13 attached hereto.

2.3.ASSUMPTION OF LIABILITIES.  On the Closing Date, Buyer will deliver to Seller the Assumption Agreement pursuant to which Buyer will, subject to the terms and conditions of this Agreement, effective as of the Closing Date, assume and agree to perform, discharge and satisfy, in accordance with their respective terms and subject to the respective conditions thereof, all obligations, duties and liabilities accruing, arising out of or relating to the conduct or operation of the Business, or the ownership or use of the Purchased Assets, after the Closing Date (collectively, the “Assumed Liabilities”).

For the avoidance of doubt, such assumption of liabilities by Buyer is subject to all the terms and conditions of this Agreement, and does not derogate from or limit Buyer’s remedies for any breach of this Agreement, or a misrepresentation or breach of warranty by Seller hereunder.

2.4.EXCLUDED LIABILITIES.  Buyer shall not assume and shall not be liable for, and Seller shall retain and remain solely liable for any obligations, duties and liabilities that are not Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation:

2.4.1.Any obligations, duties and liabilities accruing, arising out of or relating to the conduct or operation of the Business, or the ownership or use of the Purchased Assets, on or before the Closing Date;

2.4.2.Any obligations, duties and liabilities of Seller under each of the Excluded Contracts;

2.4.3.Any obligation, duties and liabilities of Seller with respect to the Excluded Assets;

2.4.4.Any obligation, duties and liabilities of Seller listed on Schedule 2.4.4 attached hereto;

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2.4.5.all Accounts Payable of Seller as of the Closing Date accruing, arising out of or relating to the Business or the Purchased Assets; and

2.4.6.Any liability or obligation for (i) Taxes attributable to or imposed upon Seller or any of its Affiliates (other than Taxes referred to in clause (ii) below), or (ii) Taxes imposed upon the Purchased Assets for any period (or portion thereof) prior to the Closing Date.

2.5.LIMITED LICENSE.  To allow Seller to perform its undertakings to third parties with respect to the Excluded Assets, including, without limitation, (i) under each of the Excluded Contracts, and (ii) for a period of nine (9) months following the Closing Date, with respect to the China Venture, including any amendments or modifications to the China Venture prior to the Closing, at the Closing Buyer and Seller shall enter into a Limited License Agreement in the form of Exhibit A attached hereto (the “License Agreement”), pursuant to which Buyer grants to Seller a non-exclusive license to use certain Purchased Assets in the circumstances, and subject to the terms and conditions, set forth in the License Agreement.

3.CONSIDERATION; ESCROW.

3.1.CONSIDERATION.  In consideration of Seller’s entry into this Agreement, the acquisition of the Purchased Assets under Section 2 and all other undertakings and agreements contained herein, Buyer agrees to pay to Seller the following (collectively, the “Purchase Price”):

3.1.1.at the Closing, Nine Million and Seventy-Five Thousand Dollars (US$9,075,000) (the “Base Payment”), payable by wire transfer of immediately available funds to Seller’s bank account, details of which shall be provided to Buyer in writing at least seventy-two (72) hours prior to the anticipated time of the Closing; and

3.1.2.commencing on the Closing Date, on a going-forward monthly basis thereafter without expiration, the Revenue Payments (as defined below), payable as provided in Section 3.2 below.

3.2.REVENUE SHARING; ESCROW.

3.2.1.For purposes hereof, the following terms shall have the following meanings:

3.2.1.1.“Gross Gaming Revenue” means the sum of all revenues of Buyer and its Affiliates generated by the Business or the Purchased Assets that are attributable to gaming, including, without limitation, revenues from house win, rake and commission, revenues from the use or exploitation of any of the Trademarks that are attributable to gaming, revenues from the use or exploitation of any of the Domain Names that are attributable to gaming, or revenues from land-based (if any) or online gaming operations, less any value added Tax, gaming Tax or other revenue-related Tax

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arising in connection therewith, as determined in accordance with IFRS.

3.2.1.2.“Sponsorship Revenue” means the sum of all revenues of Buyer and its Affiliates generated by the Business or the Purchased Assets that are attributable to sponsorship, including, without limitation, revenues from the sale or other disposition of sponsorship rights to any activity conducted in connection with any of the Trademarks, less (i) any value added Tax or revenue-related Tax and (ii) any agency fees (provided, however, that if such agency fees are paid to Persons who are Affiliates or related parties of Buyer, the amount deducted shall be the fair market value of the agency services, which shall be determined in reference to the lesser of the commercial rates that could be obtained from an unrelated third party on an arms’-length basis and the average cost of similar services provided by non-Affiliates to Buyer and its Affiliates; provided, further, that the aggregate amount of agency fees shall not exceed 15% of the associated revenues) arising in connection therewith, as determined in accordance with IFRS.

3.2.1.3.“Other Revenue” means all revenues of Buyer and its Affiliates generated by the Business or the Purchased Assets, other than Gross Gaming Revenue or Sponsorship Revenue, less (i) any value added Tax or revenue-related Tax and (ii) actual out-of-pocket costs incurred by Buyer or its Affiliates (provided, however, that if such costs involve payment to Persons who are Affiliates or related parties of Buyer, the amount deducted shall only be the fair market value of the products or services provided, which shall be determined in reference to the lesser of the costs of similar products and services that could be obtained from an unrelated third party on an arms’-length basis and the average cost of similar services provided by non-Affiliates to Buyer and its Affiliates), arising in connection therewith, as determined in accordance with IFRS.

For the avoidance of doubt, “Gross Gaming Revenue”, “Sponsorship Revenue” and “Other Revenue” do not include revenues generated in good faith by the Affiliates of Buyer consisting of payments made by Buyer to its Affiliates as consideration for actual services provided by such Affiliates to Buyer in generating Gross Gaming Revenue (such as software, money processing, etc.), Sponsorship Revenue (such as sponsorship sales or distribution) or Other Revenue, provided, however, that nothing contained herein shall permit Buyer to deduct or otherwise net out the amount of any such payments made by it from its own revenue for purposes of calculating “Gross Gaming Revenue” or

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“Sponsorship Revenue”.  Further, nothing in this exception will be construed in such a way that it will allow Buyer or Buyer’s Affiliates to create a structure that undermines Seller’s ability to participate in Gross Gaming Revenues and/or Sponsorship Revenues.

3.2.2.Commencing on the Closing Date, on a going-forward monthly basis thereafter without expiration, Seller shall be entitled to receive from Buyer, and Buyer shall be obligated to pay to Seller, in accordance with this Section 3.2, the following amounts (collectively, the “Revenue Payments”):

3.2.2.1.4% (four percent) of Gross Gaming Revenue; and

3.2.2.2.5% (five percent) of Sponsorship Revenue; and

3.2.2.3.5% (five percent) of Other Revenue.

3.2.3.Buyer shall make each Revenue Payment (less any amounts to be remitted to the Escrow Agent pursuant to Section 3.2.4 below) to Seller in cash on a monthly basis in arrears, not later than fifteen (15) calendar days after the end of each calendar month during which the related revenue was actually received (on a non-refundable basis) by Buyer or its Affiliates (i.e., a Revenue Payment with respect to Gross Gaming Revenue, Sponsorship Revenue or Other Revenue received in July shall be payable not later than August 15).  Contemporaneously with the making of each Revenue Payment, Buyer shall submit to Seller a detailed report (each, a “Revenue Report”), setting forth the data reasonably needed for Seller to track the Revenue Payment it is owed under this Agreement; provided, however, that if Buyer is bound by confidentiality undertakings to un-Affiliated third parties (e.g., customers), or Buyer otherwise believes that the disclosure of identifying information may damage its business interests, a Revenue Report need not contain identifying details with respect to such un-Affiliated third party, but otherwise will contain sufficient detail to allow Seller to confirm its financial rights hereunder.  The obligation of Buyer to make a Revenue Payment to Seller hereunder with respect to Gross Gaming Revenue, Sponsorship Revenue or Other Revenue shall accrue upon the end of the month in which such Gross Gaming Revenue, Sponsorship Revenue or Other Revenue has been actually received (on a non-refundable basis) by Buyer or Buyer’s Affiliates, or any assignee, purchaser, transferee or successor-in-interest of any of the foregoing (it being understood that such Revenue Payments shall be payable no later than fifteen (15) calendar days after the end of each calendar month during which the related revenue was actually received as provided in Section 3.2.3).

3.2.4.For purposes of Seller’s indemnification obligations set forth in this Agreement, out of each Revenue Payment accruing to Seller pursuant to Section 3.2.3 prior to the two (2) year anniversary of the Closing Date, Buyer shall deduct and remit to an escrow agent mutually

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satisfactory to Seller and Buyer, on behalf of and for the benefit of Seller, as escrow agent (the “Escrow Agent”) an amount equal to twenty percent (20%) of each such Revenue Payment (such amounts, collectively, the “Escrow Cash”), to be held by the Escrow Agent in accordance with the provisions of Section 9 hereof and the Escrow Agreement in the form of Exhibit B with such changes as may be reasonably requested by the Escrow Agent, to be executed and delivered by the parties hereto and by the Escrow Agent at the Closing (the “Escrow Agreement”), which amounts shall be remitted by wire transfer of immediately available funds to the Escrow Agent’s bank account, not later than fifteen (15) calendar days after the end of each calendar month during which the corresponding Revenue Payment accrues (i.e., if a Revenue Payment accrues in July, twenty percent (20%) shall be remitted to the Escrow Agent not later than August 15).

3.2.5.While this Agreement is in effect and for a period of at least three (3) years thereafter, Buyer shall maintain such books and records (collectively, “Records”) as are necessary to substantiate Gross Gaming Revenue, Sponsorship Revenue and Other Revenue and that the Revenue Payments, the payments of Escrow Cash and the revenue reports submitted to Seller by Buyer are accurate in all respects.  All Records shall be maintained in accordance with IFRS.  Once during every twelve (12) month period from and after the execution hereof, Seller, through one of the “big 4” accounting firms (the “Auditor”) who has undertaken confidentiality commitments directly with Buyer in form and scope substantially similar to the confidentiality commitments of Seller hereunder, shall have the right at Seller’s own expense, during normal business hours, upon at least ten (10) calendar days written notice to examine and audit, and Buyer shall make available to the Auditor Buyer’s personnel and all of the Records; provided, however, that if Buyer is bound by confidentiality undertakings to un-Affiliated third parties (e.g., customers), or Buyer otherwise believes that the disclosure of identifying information may damage its business interests, identifying details with respect to such un-Affiliated third party shall only be provided or made available to the Auditor, and the Auditor shall agree not to disclose such identifying information to Buyer. In addition, not later than January 31 of each year during the term of this Agreement, the Buyer shall provide to the Seller a brief written report, describing in general, and subject to confidentiality considerations as set forth above, the developments and trends in Buyer’s business during the preceding year. Further, once every year in the month of July, during normal business hours and upon reasonable notice, a representative of the Seller shall be entitled to meet and consult with representatives of the Buyer in order to receive updates with respect to the developments and trends in Buyer’s business during the preceding 6-month period.

3.3.PAYMENTS HEREUNDER.  All payments due under this Agreement shall be

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payable in United States dollars ($).  Conversion of foreign currency to U.S. dollars shall be made at the same conversion rate as that which is used in Buyer’s general ledger for that time period so long as that rate is reasonable.  Each payment shall reference this Agreement and identify the obligation under this Agreement that the payment satisfies. Buyer shall be entitled to withhold and deduct any and all mandatory payments, taxes, duties and the like for which Seller is liable and which Buyer is required to withhold or deduct under applicable Law.  Any payments by Buyer that are not paid on or before the date such payments are due under this Agreement shall bear interest, to the extent permitted by Law, at one percentage point above the Prime Rate reported on the date payment is due.  Any payment due hereunder on a day that is not a Business Day shall be made on the first Business Day thereafter.

3.4.FULL AND FINAL CONSIDERATION.  For the avoidance of doubt, the payments to Seller described in the provisions of this Section 3 constitute the full, complete and final consideration to be paid to Seller hereunder in consideration of the Purchased Assets, and Seller shall not be entitled to any other consideration, fee, commission, revenue share, reimbursement or any other type of payment whatsoever in connection with the purchase by Buyer of the Purchased Assets.

3.5.NON-CIRCUMVENTION.  It is the intent of the parties that Seller, through its right to receive Revenue Payments, will have an ongoing participation in the revenue generated by the “World Poker Tour” and “Professional Poker Tour” brands (and the other Purchased Assets), and that, if the Purchased Assets shall generate any revenues, the same shall be identifiable and shall be included in the calculation of Revenue Payments.  Buyer shall not take any action or omit to take any action the purpose or effect of which is to undermine such ongoing participation by exploiting “World Poker Tour” and “Professional Poker Tour” brands (and the other Purchased Assets) in such a manner as makes or would make it difficult to track Seller’s participation and to remunerate Seller to the full extent contemplated herein.  Additionally, Buyer shall not circumvent or evade or attempt to circumvent or evade its obligations to Seller under this Agreement, including, without limitation, its obligation under Section 7.16, nor shall Buyer induce or conspire with any third party, including, but not limited to, any of its Affiliates, to circumvent or evade or attempt to circumvent or evade any such obligations.

4.REPRESENTATIONS AND WARRANTIES OF SELLER.

Each representation and warranty set forth below is qualified by any exception or disclosure set forth in the Seller Disclosure Schedule attached hereto (the “Seller Disclosure Schedule”).  Such Seller Disclosure Schedule is arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Section 4, and disclosures in each section of such Seller Disclosure Schedule qualify only the corresponding numbered and lettered section of this Section 4 (it being understood that any matter disclosed in any section of the Seller Disclosure Schedule shall be deemed to be disclosed in any other section of the Seller Disclosure Schedule if (i) it is readily apparent from such disclosure that it applies to such other section or (ii) such disclosure is cross-referenced in such other section).  In all other respects, each representation and

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warranty set out in this Section 4 is not qualified in any way whatsoever, except as otherwise provided in this Agreement or any exhibit or schedule hereto, will be deemed to be repeated at and will not merge on Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing, is given with the intention that liability is not confined to breaches discovered before Closing, is separate and independent and is made and given with the intention of inducing Buyer to enter into this Agreement.  Seller represents and warrants to Buyer as follows:

4.1.ORGANIZATION, STANDING AND POWER.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  Seller has the requisite corporate power and authority to own, lease and operate their respective properties and to carry on the Business as now being conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Purchased Assets or the Business.  Seller is duly qualified or licensed as foreign corporations to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect on the Purchased Assets or the Business.

4.2.AUTHORITY.  The execution and delivery of this Agreement by Seller and of the other Transaction Documents to be executed and delivered by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby will, on the Closing Date (but not on the date of this Agreement), have been duly authorized by all necessary action by the board of directors of Seller, and no other act or proceeding on the part of or on behalf of Seller will be necessary on the Closing Date to approve the execution and delivery of this Agreement and the other Transaction Documents to be executed and delivered by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.  Seller has the requisite power and authority to execute and deliver this Agreement and on the Closing Date will have the requisite power and authority to execute and deliver all of the other Transaction Documents to be executed and delivered by Seller pursuant hereto, and to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by Seller pursuant to the provisions hereof and thereof.

4.3.EXECUTION AND BINDING EFFECT.  This Agreement has been duly and validly executed and delivered by Seller and constitutes, and the other Transaction Documents to be executed and delivered by Seller pursuant hereto, upon their execution and delivery by Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Buyer), legal, valid and binding agreements of Seller enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance or

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other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles, including, without limitation, those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

4.4.CONSENTS AND APPROVALS OF GOVERNMENTAL ENTITIES.  Other than filings and/or notices under the Exchange Act or the rules of NASDAQ (the “Governmental Authorizations”), there is no requirement applicable to Seller to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by Seller of the transactions contemplated by this Agreement and the other Transaction Documents to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated herein or therein.

4.5.NO VIOLATION.  Except as set forth in Section 4.5 of the Seller Disclosure Schedule, neither the execution, delivery and performance of this Agreement and all of the other Transaction Documents to be executed and delivered by Seller pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Seller, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, including the Material Contracts, but excluding the Non-Material Contracts, (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to Seller or by which any properties or assets of Seller may be bound.

4.6.CONSENTS.  Section 4.6 of the Seller Disclosure Schedule sets forth each Material Contract requiring a consent as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby (each, a “Consent”).  Any consent required as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby under any Non-Material Contract shall not prevent the consummation of the transactions contemplated by this Agreement. The affirmative votes of the holders of at least a majority of the outstanding Shares are the only votes of the holders of any of Seller’s capital stock necessary to approve this Agreement and the transactions contemplated hereby under applicable Law, Seller’s organizational documents or any Contract to which Seller is a party or is otherwise bound.

4.7.ASSETS GENERALLY.

4.7.1.The Purchased Assets include all properties, tangible and intangible, currently used by Seller in operating the Business and necessary for Buyer, if it so desires, to operate the Business after the Closing Date in

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a manner substantially equivalent to the manner currently operated by Seller, other than the Excluded Assets.  Other than the Consents and the Governmental Authorizations, no other licenses or consents from any other Person are necessary for Buyer, if it so desires, to operate the Business in substantially the manner currently operated by Seller.

4.7.2.Seller holds good and valid title, license to or leasehold interest in all of the Purchased Assets, free and clear of all Liens, except for Liens described in Section 4.7.2 of the Seller Disclosure Schedule (“Permitted Liens”). Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and valid title, license or leasehold interest to the Purchased Assets, free and clear of any Liens, other than Permitted Liens.

4.7.3.All of the Purchased Assets are in good operating condition and repair, normal wear and tear excepted, as required for their use in the Business as now being conducted, and no written notice of any material violation of any Law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

4.8.INTELLECTUAL PROPERTY.

4.8.1.The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not breach, violate or conflict with any instrument or agreement governing any Intellectual Property forming part of the Purchased Assets and, to the Knowledge of Seller will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property or in any material way impair the right of Buyer or any of its Affiliates to use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property or portion thereof.

4.8.2.Except as set forth in Section 4.8.2 of the Seller Disclosure Schedules, neither the development, manufacture, marketing, license, sale or use of any product or intellectual property currently licensed, used or sold by Seller in the Business or currently under development in the Business violates any license or agreement to which Seller is a party, or infringes any copyright, trademark, service mark, trade secret or other intellectual property, or to the Knowledge of Seller, any patent, of any other party.  All registered Intellectual Property (including, without limitation, trademarks, domain names, service marks, patents and copyrights) are subsisting and, to the Knowledge of Seller, valid.  There is no pending or, to the Seller’s Knowledge, threatened claim against the Company or litigation contesting the validity, ownership or right to use, sell, license or dispose of any of the Purchased Assets (including, without limitation, the Intellectual Property) necessary or required for, or used in, the conduct of the Business nor, to Seller’s Knowledge, is there any basis for any such claim, nor has Seller received any written notice asserting that any such Purchased Asset

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(including, without limitation, the Intellectual Property) or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor, to Seller’s Knowledge, is there any basis for any such assertion.  To Seller’s Knowledge, there is no material unauthorized use, infringement or misappropriation on the part of any third party of the Purchased Assets (including, without limitation, the Intellectual Property).

4.8.3.Section 4.8.3 of the Seller Disclosure Schedule contains a complete and accurate list of all applications, filings and other formal actions made or taken pursuant to any Law by Seller to perfect or protect its interest in the Intellectual Property, including, without limitation, all patents, patent applications, trademarks, trademark applications, service marks and copyright or mask work registrations.

4.8.4.Seller has taken commercially reasonable steps to maintain the secrecy and confidentiality of those of the Purchased Assets (including without limitation the Intellectual Property) which are of a confidential or proprietary nature.

4.8.5.All fees to maintain Seller’s rights in the Intellectual Property, including, without limitation, patent and trademark registration and prosecution fees and all professional fees in connection therewith pertaining to the Intellectual Property due and payable prior to the Closing Date, have been paid by Seller.

4.9.WARRANTIES AND INDEMNITIES.  Seller is in compliance, in all material respects, with all contractual and statutory warranties, express or implied, relating to products sold or services rendered by Seller in connection with the Business.  Section 4.9 of the Seller Disclosure Schedule sets forth a summary of all statutory or contractual warranty claims, if any, which are currently pending, or which to the Knowledge of Seller are threatened, against Seller in connection with the Business.

4.10.LICENSES AND PERMITS.  Seller (i) holds all material consents, approvals, registrations, certifications, authorizations, permits and licenses (collectively, the “Permits”), and (ii) has made all filings with, or notifications to, all Governmental Entities, in each case, in compliance with applicable requirements of all Laws required for the operation of the Business in the manner that it is currently being conducted by Seller.  Seller is in compliance with all Laws relating to the products manufactured or services offered by the Business or otherwise related to the Business, except for such non-compliance which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business or the Purchased Assets.  Seller has not received any written notice that any Permit used in the Business is invalid or has been or is being suspended, canceled or revoked.  There is no investigation or inquiry to which Seller is a party or, to Seller’s Knowledge, pending or threatened against Seller, relating to the compliance of Seller with any applicable Laws.

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4.11.EMPLOYEES; CONSULTANTS.

4.11.1.Section 4.11.1 of the Seller Disclosure Schedule sets forth the names, compensation levels (including bonuses, commissions, and deferred compensation), share option position, if any, pensions (including those required by all applicable Laws), retirement benefits, company cars, profit sharing, any interests in any incentive compensation plan, unused accrued vacation, and job titles of all of the employees and consultants engaged by Seller in connection with the Business as of the date hereof.  A copy of all written (and a summary description of any oral) agreements described in this Section 4.11 have been made available to Buyer prior to the date hereof.

4.11.2.Seller has complied in all material respects with all legal requirements relating to employment, wages, hours, benefits, pensions, the payment of social security and similar taxes.  Seller is not liable to any Governmental Entity or other Person for the payment of any damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing legal requirements.

4.11.3.Except as set forth in Section 4.11.3 of the Seller Disclosure Schedules, the employment of each officer and employee of Seller is terminable upon not more than thirty (30) days prior notice at the will of Seller.  To Seller’s Knowledge, no officer nor any employee intends to terminate their employment with Seller, nor does Seller have a present intention to terminate any of the foregoing, except for such terminations which shall occur in connection with the Closing as contemplated hereunder.

4.11.4.Except as set forth on Section 4.11.4 of the Seller Disclosure Schedule, Seller is not a party to a collective bargaining agreement with any trade union, Seller’s employees are not members of a trade union certified as a bargaining agent with Seller, and no proceedings to implement any such collective bargaining agreement or certifications are pending.

4.11.5.Seller agrees that in the event that either Mr. Adam Pliska or Mr. Rohin Malhotra terminate their employment with Buyer for any reason (other than bad faith actions by Buyer) prior to the 12 month anniversary of the Closing Date, if Buyer requests it, Seller will loan out Mr. Lipscomb to replace such person in a “hands on” function for the balance of such 12 month period.  Mr. Lipscomb will be paid compensation and benefits equal to that paid the terminating employee in addition to any compensation and/or benefits that Mr. Lipscomb is paid by Seller at the time.

4.12.EMPLOYEE BENEFIT AND COMPENSATION PLANS.  Seller will retain liability for, and on account of, any employee benefit plan of Seller, including, but not limited to, liabilities Seller may have to such employees under all of Seller’s employee benefit schemes, incentive compensation plans, bonus plans, pension and retirement plans, vacation, profit-sharing plans (including any profit-sharing plan with a cash-or-deferred arrangement) share purchase and option plans,

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savings and similar plans, medical, dental, travel, accident, life, disability and other insurance and other plans or arrangements, whether written or oral and whether “qualified” or “non-qualified,” or to any employee as a result of termination of employment by Seller as contemplated by this Agreement, except to the extent the same is assumed by Buyer in accordance herewith.

4.13.TAXES.  All Taxes of Seller with respect to the Business and the Purchased Assets have been or will be paid by Seller for all periods (or portions thereof) prior to and including the Closing Date.  Seller has duly filed (or will file prior to the Closing Date) all returns and reports of Taxes required to be filed prior to such date with respect to the Business and Purchased Assets, and all such returns and reports are true and correct in all material respects.  There are no Liens for Taxes on any of the Purchased Assets, other than Liens for Taxes not yet due and payable or which are being contested in good faith and noted on Section 4.13 of the Seller Disclosure Schedule.  Seller has complied in all material respects with all Tax reporting obligations relating to income and employment Taxes due with respect to compensation paid to employees or independent contractors providing services to the Business.  There are no pending or, to Seller’s Knowledge, threatened proceedings with respect to Taxes of Seller pertaining to the Business or the Purchased Assets, and there are no outstanding waivers or extensions of statutes of limitations with respect to assessments of such Taxes.

4.14.COMPLIANCE WITH LAW.  The operation of the Business by Seller has been conducted in all material respects in accordance with all applicable Laws, and other requirements of Governmental Entities having jurisdiction over the same.

4.15.CONTRACTS.

4.15.1.Section 4.15 of the Seller Disclosure Schedule contains a list of each Contract that is a Material Contract (as defined below), including, without limitation, such Material Contracts that are: Customer Agreements, material distributor, broker, franchise, agency and dealer contracts and agreements of the Business and material sales promotion, market research, marketing and advertising contracts and agreements of the Business; material management contracts with independent contractors or consultants (or similar arrangements) of the Business; contracts and agreements (excluding routine checking account overdraft agreements involving petty cash amounts) under which the Business has created, incurred, assumed or guaranteed indebtedness of itself or of any third-party Person or under which the Business has imposed a security interest or lien on any of its assets, whether tangible or intangible, to secure indebtedness; contracts and agreements that limit the ability of any Person related to the Business, or any of its affiliates, to compete in any line of business or in any geographic area or during any period of time, or to solicit any customer or client; material contracts pursuant to which the Business has agreed to supply products to a customer at specified prices, whether directly or through a specific distributor, manufacturer’s representative or dealer.  For purposes of this Agreement, “Material Contract” means a Contract

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pursuant to which Seller is contractually obligated to make payments in excess of Fifty Thousand Dollars (US$50,000) in the aggregate over the remaining term of the Contract; provided, however, that “Material Contract” shall not include (i) any Contract that is terminable by Seller at a cost of no more than Fifty Thousand Dollars (US$50,000) or (ii) any Excluded Contract.  For the avoidance of doubt, Seller shall not be obligated to list in Section 4.15 of the Seller Disclosure Schedule any Contract that is not a Material Contract.  The Contracts relating to the Business or Purchased Assets that have not been disclosed in the Seller Disclosure Schedule or in any of the other schedules to this Agreement do not contractually obligate the Seller to make payments in excess of Five Hundred Thousand Dollars (US$500,000) in the aggregate over the remaining term of such Contracts (for clarity, (i) if a Contract is terminable by Seller only amounts that Seller is contractually obligated to pay notwithstanding the termination shall be counted for purposes of this representation and warranty and (ii) the financial consequences to obtain any consent required as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, or of the consummation of such transactions without such consent, in each case under any Non-Material Contract are counted as part of the amount of Five Hundred Thousand Dollars (US$500,000) for purposes of this representation and warranty).

4.15.2.Each Material Contract is a legal, valid and binding obligation of the parties thereto; Seller is in compliance therewith except for such failure to comply which would not reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets; to Seller’s Knowledge, the other party thereto is not in default thereunder, nor has any Material Contract been canceled by the other party; and Seller is not in receipt of any claim of default by Seller under any Material Contracts.  Seller has made available to Buyer true and complete copies of all Material Contracts together with all amendments, waivers or other changes thereto.  Seller is in compliance with each Contract relating to the Business or Purchased Assets that is not a Material Contract (the “Non-Material Contracts”), except for such failure to comply which would not reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets.

4.15.3.With respect to Seller’s Material Contracts pursuant to which Seller is obligated to supply products, perform services or otherwise engage in the conduct of the Business (such agreements, are referred to collectively as the “Customer Agreements”), except as would not reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets, (i) all of the Customer Agreements are in full force and effect in accordance with their respective terms against Seller, and against the other party thereto (ii) Seller holds right,

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title and interest to the benefits afforded it under the terms of each Customer Agreement free of all Liens, other than Permitted Liens or Liens imposed or arising under the Assumed Liabilities and (iii) Seller is not in default under any such Customer Agreements (or has caused an event which with notice or lapse of time, or both, would constitute a default), nor, to Seller’s Knowledge, is the other party thereto in default (or has caused an event which with notice or lapse of time, or both, would constitute a default) under any such Customer Agreements, nor is Seller in default under Non-Material Contracts which default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets.

4.16.PRODUCTS AND SERVICES.  Each of the products and services produced, sold or provided by Seller in connection with the Business, conforms in all material respects to any promises or affirmations of fact made in writing in connection with the sale of such product or service.  Seller has not received any written notice that any action, suit or other proceeding has been made alleging any design defect with respect to any of such products or that any of such products fails to contain adequate warnings, presented in a reasonably prominent manner, in accordance with all applicable Laws and current industry practice.

4.17.LITIGATION; OTHER CLAIMS.

4.17.1.There are no claims, actions, suits, inquiries, proceedings, or investigations against Seller, or any of their respective officers, directors or stockholders, relating to the Business or the Purchased Assets which are currently pending or, to the Knowledge of Seller, threatened against Seller, at Law or in equity or before or by any Governmental Entity, or which challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby, nor, to the Knowledge of Seller, is there any basis for such claims, actions, suits, inquiries, proceedings, or investigations; and, to the Knowledge of Seller, no Governmental Entity has at any time challenged or questioned the legal right of Seller to offer or sell any of the products or services currently offered by it in connection with the Business; in each such case, (i) other than claims, actions, suits, inquiries, proceedings, investigations, or challenges that target the gaming or poker industries, or any subset thereof, generally and that are not particular to Seller, the Business and the manner in which Seller conducts the Business and (ii) other than as set forth in Section 4.17.1 of the Seller Disclosure Schedule.

4.17.2.There are no grievance or arbitration proceedings pending or, to the Knowledge of Seller, threatened, and there are no actual or, to the Knowledge of Seller, threatened strikes or work stoppages with respect to the Business, the Purchased Assets or its employees.

4.18.DEFAULTS.  Seller is not in default under or with respect to any judgment, order,

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writ, injunction or decree of any court or any Governmental Entity which could reasonably be expected to have a Material Adverse Effect on the Business or any of the Purchased Assets.  Seller has not received written notice of any default by Seller under any agreement entered into by Seller as part of the operations of the Business and to Seller’s Knowledge there is no default, by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any such agreement which could reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets, and no written notices of breach thereof have been received by Seller.

4.19.INSURANCE.  Section 4.19 of the Seller Disclosure Schedule lists all insurance policies and fidelity bonds covering the Purchased Assets in effect on the date hereof.  There is no claim by Seller pending under any of such policies or bonds as to which to Seller’s Knowledge coverage has been denied or disputed by the underwriters of such policies and bonds.  All premiums due and payable under all such policies and bonds have been paid and Seller is otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage).  To Seller’s Knowledge, there is no threatened termination of, or material premium increase with respect to, any of such policies.

4.20.SCHEDULES.  The schedules describing the Purchased Assets are true and correct in all material respects and describe the assets in the possession of, or used by, Seller, in connection with the Business, as required by this Agreement, other than the Excluded Assets.

4.21.BROKERS AND FINDERS.  Neither Seller nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fee, commission or finder’s fee in connection with the transactions contemplated by this Agreement.

4.22.SUBSIDIARIES.  Section 4.22 of the Seller Disclosure Schedule sets forth each Subsidiary of Seller.  Other than such Subsidiaries, Seller does not own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement.

4.23.FAIR CONSIDERATION; NO FRAUDULENT CONVEYANCE.  The sale of the Purchased Assets pursuant to this Agreement is at a price negotiated on arm’s length terms, and in the opinion of Seller such price reflects the fair market value of the Purchased Assets.  Seller is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Purchased Assets pursuant to the terms of this Agreement.  Seller is not entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder their respective creditors.

4.24.DATA PROTECTION.  Seller is in material compliance with all applicable Data Protection Legislation in relation to all Personal Data that has been Processed Seller in connection with the Business, and Seller has obtained such consents from relevant Data Subjects concerning the Processing of their Personal Data as

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required under applicable Laws.  The consummation of the transactions contemplated by this Agreement shall not violate any such Data Protection Legislation.  For purposes hereof, “Data Protection Legislation” means any legislation, law, or ordinance concerning the protection of individuals with regard to the Processing of Personal Data, as the same may be enacted, amended, modified or replaced from time to time; “Personal Data” means data which relate to a living individual who can be identified (a) from those data, or (b) from those data and other information which is in the possession of, or is likely to come into the possession of, the person Processing the data in question, however provided or otherwise made available; “Process/Processing” means, in relation to information or data, obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including (a) organization, adaptation or alteration of the information or data, (b) retrieval, consultation or use of the information or data, (c) disclosure of the information or data by transmission, dissemination or otherwise making available, or (d) alignment, combination, blocking, erasure or destruction of the information or data; and “Data Subject” means an individual who is the subject of Personal Data.

4.25.PUBLIC DISCLOSURES.  Seller’s periodic reports filed under the Exchange Act do not contain any untrue statement by Seller of a material fact or fail to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

5.REPRESENTATIONS AND WARRANTIES OF BUYER.

Each representation and warranty set out in this Section 5 is not qualified in any way whatsoever and, except as provided in this Agreement or in the exhibits or schedules hereto, will be deemed to be repeated at and will not merge on Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing, is given with the intention that liability is not confined to breaches discovered before Closing, is separate and independent and is made and given as of the date hereof with the intention of inducing Seller to enter into this Agreement.  Buyer represents and warrants to Seller as follows:

5.1.ORGANIZATION, STANDING AND POWER.  Buyer is a corporation duly organized, validly existing and in good standing under the laws of Cyprus.  Neither Buyer, nor any of its Affiliates, own, of record or beneficially, any Shares.

5.2.AUTHORITY.  The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by Buyer, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by Buyer’s board of directors and the board of directors of any parent company, and no other act or proceeding on the part of or on behalf of Buyer (or such parent company, if any) is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.  Buyer has the requisite power and authority to execute and deliver this

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Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by Buyer pursuant to the provisions hereof and thereof.

5.3.EXECUTION AND BINDING EFFECT.  This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles, including, without limitation, those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

5.4.CONSENTS AND APPROVALS OF GOVERNMENTAL ENTITIES.  There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto or the consummation by Buyer of the transactions contemplated herein or therein.

5.5.NO VIOLATION.  Neither the execution, delivery and performance of this Agreement and all of the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Articles or Bylaws (or similar corporate document) of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, lease or other instrument or obligation to which Buyer or by which any of the assets of Buyer are bound, or (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any properties or assets of Buyer may be bound.

5.6.CONSENTS.  No consents of any third party are required as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by Buyer.

5.7.BROKERS AND FINDERS.  Neither Buyer, any parent company (if any) nor any of their officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fee, commission or finder’s fee in connection with the transactions contemplated by this Agreement.

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6.REQUISITE STOCKHOLDERS VOTE; THIRD PARTY CONSENTS; NO SOLICITATION OF CONFLICTING TRANSACTIONS.

6.1.SOLICITATION OF REQUISITE STOCKHOLDER VOTE.

6.1.1.As soon as practicable following the execution and delivery of this Agreement, but in any event no later than twenty-one (21) calendar days after the date hereof, Seller shall at its own expense file with the Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement and any schedules and exhibits thereto, the “Proxy Statement”).  Seller will provide Buyer a reasonable opportunity to review and comment on, and consult with Seller, regarding the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC (and reasonable and good faith consideration shall be given to any comments on the Proxy Statement, or any amendments or supplements thereto, made by Buyer and its counsel), and Seller shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC.

6.1.2.Seller shall cause the Proxy Statement, and the letter to stockholders, the notice of meeting and the form of proxy provided to stockholders of Seller therewith at the time that the Proxy Statement is first mailed to the stockholders of Seller and at the time of the Stockholders Meeting, to not contain any 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 are made, not misleading, and to comply, in all material respects, as to form with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder; provided, however, that the obligations of Seller contained in this Section 6.1.2 shall not apply to any information supplied by Buyer, any parent company or any of their respective representatives to Seller for purposes of inclusion in or incorporation by reference in the Proxy Statement.

6.1.3.Buyer shall cause any information supplied by it or by any parent company or any of their respective representatives in writing for inclusion or incorporation by reference in the Proxy Statement, at the time that the Proxy Statement is first mailed to the stockholders of Seller and at the time of the Stockholders Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

6.1.4.As promptly as practicable after the filing of the Proxy Statement in definitive form (but no more than thirty (30) days thereafter), Seller, acting through its board of directors shall, in accordance with

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applicable Law and its certificate of incorporation and bylaws, duly call, give notice of, convene and hold a meeting of holders of Shares (the “Stockholders Meeting”) to consider and vote upon the approval of the transaction contemplated herein to the extent required by the DGCL (the “Acquisition”).  Except in the event of a Change of Company Recommendation specifically permitted by Section 6.2.4, (a) the Proxy Statement shall include the Company Recommendation and (b) the board of directors of Seller shall take all reasonable lawful action to solicit the approval of the Acquisition by the holders of a majority of the outstanding Shares entitled to vote on such matter (the “Requisite Stockholder Vote”). Any Change of Company Recommendation shall not (x) change the approval of this Agreement or any other approval of the board of directors of Seller in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Acquisition or (y) change the obligation of the board of directors to present this Agreement for adoption at the Stockholders Meeting as promptly as practicable after the filing of the Proxy Statement in definitive form.

6.1.5.Seller shall as soon as reasonably practicable notify Buyer of the receipt of all comments (written or oral) of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Buyer copies of all such comments and with all correspondence between Seller and/or any of its Representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.  Seller shall provide Buyer and its counsel with a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, listening in on any discussions or meetings with the SEC.  Seller and Buyer shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and Seller shall cause the definitive Proxy Statement to be mailed promptlyafter the date the SEC staff advises that it has no further comments thereon or that Seller may commence mailing the Proxy Statement.  Subject to applicable Laws, Seller and Buyer each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Seller or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Acquisition and the other transactions contemplated by this Agreement.

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6.1.6.Seller’s board of directors shall (i) declare that this Agreement, the Acquisition and the other transactions contemplated hereby are advisable and in the best interests of the Seller and the Seller’s stockholders and (ii) recommend that Seller’s stockholders approve the Acquisition at the Stockholders’ Meeting (the “Company Recommendation”).

6.1.7.Seller shall cause the delivery on the date hereof to Buyer of the Voting Agreement in the form of Exhibit C attached hereto, duly executed by Berman Consulting Corp. profit sharing plan, (Mr. Lyle A. Berman, President); Lyle A Berman Irrevocable Trust (Mr. Lyle A. Berman, trustee); Mr. Steven Lipscomb; The Lipscomb, Viscoli Children’s Trust (Adam J. Pliska, Trustee), Mr. Bradley Berman.  For avoidance of doubt, such Voting Agreement is in full force and effect on the date hereof.

6.2.NO SOLICITATION OF CONFLICTING TRANSACTION.

6.2.1.Subject to Section 6.2.3 and Section 6.2.4, from the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 10, Seller shall not, and shall cause its Subsidiaries and its directors (to the extent acting in their capacity as such), officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly:  (i) initiate, or solicit or knowingly facilitate or encourage (including by way of providing information) the making, submission or announcement of any inquiries, proposals or offers that constitute or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate or knowingly encourage any such inquiries, proposals, discussions or negotiations or provide any non-public information, data, access to Seller’s properties, assets, employees or Representatives in connection with or relating to any Acquisition Proposal or (ii) approve, adopt, endorse, recommend, or declare advisable (publicly or otherwise), or propose to approve or, adopt, endorse, recommend or declare advisable (publicly or otherwise), an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement or agreement in principle requiring Seller to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing.  Seller shall immediately cease, and shall cause its Subsidiaries and Representatives to terminate, any activity, solicitation, knowing encouragement, discussion or

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negotiation or knowing cooperation with or knowing assistance or participation in, or knowing facilitation or knowing encouragement of any such inquiries, proposals, discussions or negotiations with any Persons conducted theretofore by Seller, its Subsidiaries or any of its Representatives with respect to any Acquisition Proposal.

6.2.2.For purposes of this Agreement, the term: (A) “Acquisition Proposal” means any inquiry, offer or proposal, made by a Person or group at any time relating to any direct or indirect acquisition of (i) more than 10% of the assets of Seller and its Subsidiaries, taken as a whole, (ii) beneficial ownership of more than 10% of the outstanding equity securities of Seller, (iii) a tender offer or exchange offer that, if consummated, would result in any Person beneficially owning more than 10% of any class of outstanding equity securities of Seller, or (iv) any merger, consolidation or other business combination, reorganization, share exchange, recapitalization or similar transaction, including any single or multi-step transaction or series of related transactions, in each case other than the Acquisition; (B) “Superior Proposal” means any bona fide Acquisition Proposal made in writing that (a) is on terms that the board of directors of Seller has determined in good faith (after consultation with Seller’s outside counsel) are more favorable to Seller’s stockholders from a financial point of view than this Agreement, after giving effect to any modifications (if any) proposed to be made to this Agreement or any other offer by Buyer after Buyer’s receipt of notice under Section 6.2.4.2, and (b) which the board of directors of Seller has determined in good faith (after consultation with Seller’s outside counsel) is reasonably likely to be consummated (if accepted) (the foregoing determinations shall be made after consultation with Seller’s outside counsel after taking into account all appropriate legal, financial (including the financing terms of such proposal), regulatory and other aspects of such proposal, the likely consummation date of the transaction contemplated by such proposal and the Person making such proposal; and (C) “Acceptable Confidentiality Agreement” shall mean a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable in the aggregate to Seller than those contained in the Confidentiality Agreement.

6.2.3.Notwithstanding anything to the contrary contained in Section 6.2.1, if at any time following the date of this Agreement and prior to the Requisite Stockholder Vote (i) Seller has received a written Acquisition Proposal from a third party that the board of directors of Seller believes in good faith to be bona fide, (ii) such Acquisition Proposal did not occur as a result of a breach of this Section 6.2, (iii) the board of directors of Seller determines in good faith, after consultation with its outside counsel, that such Acquisition Proposal constitutes or may reasonably be expected to result in a Superior Proposal and (iv) after consultation with its outside counsel, the board

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of directors of Seller determines in good faith that the failure to take such actions or any of the actions described in the following clauses (A) and (B) would constitute a failure to comply with its fiduciary duties to the stockholders of the Company under applicable Law, then Seller may (A) furnish information (including non-public information) with respect to Seller and its Subsidiaries to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided that Seller (x) gives Buyer written notice of the identity of such Person and of Seller’s intention to furnish information to, or enter into discussions with, such Person at least one Business Day prior to furnishing any such information to, or entering into discussions with, such Person, and (y) will not, and will not allow its Subsidiaries or Representatives to disclose any non-public information to such Person without first entering or having entered into an Acceptable Confidentiality Agreement.

6.2.4.Notwithstanding anything in Section 6.2.1 to the contrary, if Seller receives an Acquisition Proposal which the board of directors of Seller concludes in good faith, after consultation with outside counsel, constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Buyer, including pursuant to Sections 6.2.4.1 through 6.2.4.4below, the board of directors of Seller may at any time prior to obtaining the Requisite Stockholder Vote, if it determines in good faith, after consultation with outside counsel, that the failure to take the actions described in the following clauses (x), (y) and (z) would constitute a failure to comply with the fiduciary duties of the board of directors to the stockholders of Seller under applicable Law, (x) withhold, withdraw, modify, qualify or amend, or propose publicly to withhold, withdraw, modify, qualify or amend, in a manner adverse to Buyer, the Company Recommendation, it being understood that if publicly taking a position is required under applicable Law, that (1) publicly taking a neutral position with respect to an Acquisition Proposal, (2) privately taking a neutral position with respect to an Acquisition Proposal, or (3) publicly or privately taking no position with respect to an Acquisition Proposal shall, in any such case, be considered an adverse modification; and, it being further understood that, if publicly taking a position is not required under applicable Law, that publicly taking a neutral position with respect to an Acquisition Proposal shall be considered an adverse modification (the action described in this clause (x) a “Change of Company Recommendation”), (y) approve or recommend such Superior Proposal, and (z) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the board of directors of Seller may not withdraw, modify or amend the Company Recommendation in a manner adverse to Buyer pursuant to the foregoing clause (x), approve

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or recommend such Superior Proposal pursuant to the foregoing clause (y) or terminate this Agreement pursuant to the foregoing clause (z) (it being agreed that any such purported termination shall be null and void and of no effect) unless:

6.2.4.1.Seller pays the Company Termination Fee pursuant to Section 10.2.2;

6.2.4.2.Seller shall have provided prior written notice to Buyer, of its intention to take any action contemplated in Section 6.2.4 with respect to a Superior Proposal at least four Business Days in advance of taking such action (the “Notice Period”), which notice shall set forth the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal), and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents, including the then-current form of each definitive agreement with respect to such Superior Proposal (each, an “Alternative Acquisition Agreement”);

6.2.4.3.prior to effecting such Change of Company Recommendation, approving or recommending such Superior Proposal or terminating this Agreement to enter into a proposed definitive agreement with respect to such Superior Proposal, Seller shall provide Buyer the opportunity to submit an amended written proposal or to make a new written proposal to the board of directors of Seller during the Notice Period and shall itself and shall cause its Representatives to, during the Notice Period, negotiate in good faith with Buyer (to the extent Buyer so requests in writing) to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal.  In the event of any subsequent material revisions to such Superior Proposal, Seller shall deliver a new written notice to Buyer and comply with the requirements of this Section 6.2.4, and the Notice Period shall recommence; and

6.2.4.4.Buyer does not make, within five Business Days of receipt of such written notification, an offer that the board of directors of the Seller determines in good faith, after consultation with its outside counsel, is at least as favorable to the stockholders of Seller as such Superior Proposal.

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6.2.5.Nothing contained in this Agreement (including, without limitation, this Section 6.2) shall prohibit the board of directors of Seller from (i) taking and disclosing to the stockholders of Seller a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act , or (ii) disclosing the fact that the board of directors of Seller has received an Acquisition Proposal and the terms of such proposal, if the board of directors of Seller determines, after consultation with its outside legal counsel, that the failure to take any such actions would constitute a failure to comply with its fiduciary duties under applicable Law or would fail to comply with obligations under federal securities laws or NASDAQ or the rules and regulations of any U.S. securities exchange upon which the capital stock of Seller is listed; provided, however, that any such disclosures (other than “stop, look and listen” letters or similar communications of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change of Company Recommendation (including for purposes of Section 10.1.7) unless the board of directors of Seller expressly publicly reaffirms its Company Recommendation not more than five (5) Business Days after a written request by Buyer to do so (provided that, if such written notice is delivered to Seller less than five (5) Business Days prior to the Stockholders Meeting, the board of directors of Seller shall so reaffirm its Company Recommendation at least one (1) Business Day prior to the Stockholders Meeting).

6.3.OBTAINING REGULATORY APPROVALS; THIRD PARTY CONSENTS.

6.3.1.Each of Seller and Buyer shall, following the execution of this Agreement, use its commercially reasonable efforts to execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, that may be reasonably required in connection with the consummation of the transactions contemplated hereby (“Governmental Approvals”).  Each of Seller and Buyer shall use its commercially reasonable efforts to obtain all such authorizations, approvals and consents.  To the extent permitted by applicable Law, each of Seller and Buyer shall promptly inform the other of any material communication to Seller or Buyer (as applicable) from any Governmental Entity regarding the transactions contemplated hereby.  If Seller or Buyer or any affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Seller or Buyer (as applicable) shall use its commercially reasonable efforts to make or cause to be made, as soon as reasonably practicable, a response in compliance with such request.  Each of Seller and Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the other.

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6.3.2.Nothing contained in Section 6.3.1 or in any other provision of this Agreement shall be construed as requiring Buyer to agree to any terms or conditions as a condition to, or in connection with, obtaining any Governmental Approvals that would (i) impose any limitations on Buyer’s ownership or operation of all or any portion of the Business or the Purchased Assets, or compel Buyer or any of its Affiliates to dispose of or hold separate all or any portion of its or their businesses or assets, (ii) impose any limitations on the ability of Buyer to acquire or hold or to exercise full rights of ownership of the Purchased Assets, (iii) impose any obligations on Buyer or its Affiliates in respect of or relating to Buyer’s or any of its Affiliates’ facilities, operations, places of business, employment levels, products or businesses, (iv) require Buyer or any of its Affiliates to make any payments or (v) impose any other obligation, restriction, limitation, qualification or other condition on Buyer or any of its Affiliates (other than, with respect to clauses (iii), (iv) and (v), such terms or conditions as are reasonable and relate to the ordinary course of business of the Business and that are imposed by a Governmental Entity with power and authority to grant the Governmental Approvals, and which individually or in the aggregate (A) could have been imposed on the Seller and its Subsidiaries as of the date hereof by such Governmental Entity in the ordinary course of regulating the Business and (B) do not competitively disadvantage Buyer or any of its Affiliates) (any such term or condition in (i) through (v) being referred to herein as a “Burdensome Term or Condition”).

6.3.3.Further, Seller shall use its commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to any Material Contracts to which Seller is a party (including all consents, waivers and approvals set forth in the Seller Disclosure Schedule) as are required thereunder in order to consummate the transactions contemplated by this Agreement.

6.4.CERTAIN NOTIFICATIONS.  At all times prior to the Closing, Seller and Buyer shall promptly notify the other party in writing of the occurrence of any failure to satisfy any of the conditions specified in Section 8.4 or Section 8.5 of this Agreement.

7.ADDITIONAL COVENANTS OF THE PARTIES.

Each of the parties hereto agrees that it shall undertake as follows:

7.1.ACCESS TO INFORMATION.

7.1.1.Prior to the Closing, Seller will permit Buyer to make a full and complete investigation of the Business and the Purchased Assets and to receive from Seller all reasonably requested information of Seller relating to the Purchased Assets or Seller’s conduct of the Business.  Without limiting this right, Seller will give to Buyer and its accountants, legal counsel, and other representatives reasonable access,

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during normal business hours, and in a manner so as not to interfere with the normal business operations of Seller, at a mutually agreeable location arranged in advance, to all of the books, records, files, documents, properties, and contracts of Seller relating to the Purchased Assets or reasonably related to Seller’s conduct of the Business and allow Buyer and any such representatives to make copies thereof, at Buyer’s expense, all of which shall be made available in an organized fashion and so as to facilitate an orderly review.  This Section 7.1 shall not affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement.

7.1.2.At all times following the Closing, each party shall provide the other party (at such other party’s expense) with such reasonable assistance, including the provision of available relevant records or other information, as may be reasonably requested by either of them in connection with the preparation of any financial statement or tax return, any audit or examination by any taxing authority, or any judicial or administrative proceeding relating to liability for Taxes.

7.2.SELLER’S CONDUCT OF THE BUSINESS PRIOR TO CLOSING.  During the period commencing on the date of this Agreement and expiring on the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 10, Seller will conduct the Business in its ordinary and usual course in all material respects, consistent with past practice, and will use commercially reasonable efforts to preserve substantially intact all rights, privileges, franchises and other authority of the Business, to retain its employees and consultants and to maintain its relationships with licensors, licensees, suppliers, contractors, distributors and customers.  Seller shall promptly notify Buyer of any event or occurrence or emergency not in the ordinary course of business, and any event which could reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets.  Without limiting the generality of the foregoing, and except as approved in writing by Buyer in advance, prior to the Closing, Seller:

7.2.1.will not create, incur or assume any obligation which would result in a Material Adverse Effect on the Business, the Purchased Assets or Buyer’s ability to conduct the Business in substantially the same manner as conducted by Seller on the date of this Agreement;

7.2.2.will not increase the compensation of, or agree to provide additional benefits to, or enter into any employment agreement with, any employee except in the ordinary course of business consistent with past practices;

7.2.3.will maintain insurance coverage consistent with past practices;

7.2.4.will not sell, dispose of or encumber any material portion of the Purchased Assets or license any Purchased Assets to any Person, except in the ordinary course of business consistent with past practices;

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7.2.5.will not enter into any agreements or commitments relating to the Business, except in the ordinary course of business consistent with past practices;

7.2.6.will comply in all material respects with all Laws applicable to the Business;

7.2.7.will not enter into any agreement with any third party for the distribution of any of the Purchased Assets;

7.2.8.will not make any material change or announce any such change to the products or services sold by the Business;

7.2.9.will not expand the use of the Purchased Assets within the organization of Seller, except in the ordinary course of business consistent with past practice;

7.2.10.will not violate the terms of any of the Material Contracts in any material respect or enter into any material amendment to any of the Material Contracts outside of the ordinary course of business consistent with past practice;

7.2.11.will not commence a lawsuit related to or involving the Purchased Assets other than (i) for injunctive relief on the grounds that Seller has suffered immediate and irreparable harm not compensable in money damages, (ii) for the collection of bills and trademark, domain name or anti-piracy matters in the ordinary course of business (iii) in such cases where Seller in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business or result in a loss of rights of substantial value, provided that it consults with Buyer prior to the filing of such a suit or (iv) for a breach of this Agreement or the other Transaction Documents or enforcement of Seller’s right hereunder or thereunder; or

7.2.12.will reasonably cooperate with Buyer in its efforts to employ those of Seller’s employees that the Buyer is interested in engaging at the Closing.

For the avoidance of doubt, the covenants set forth in this Section 7.2 are limited to the Business and the Purchased Assets and are not intended to in any way limit or proscribe Seller’s conduct with respect to the Excluded Assets; provided, however, that it is the intent of Seller to continue to conduct its business with respect to the Excluded Assets in a fashion consistent with its historical operation of such Excluded Assets.

7.3.TAX.  Seller shall be responsible for paying, shall promptly discharge when due, and shall reimburse, indemnify and hold harmless Buyer from, any federal, state, municipal or other sales or use, transfer, real property gains, excise, stamp, or other similar Taxes imposed by the United States of America or any of its states, territories or other geographical units (including, without limitation, California) arising from, imposed on or attributable to the transfer of the Purchased Assets to Buyer as contemplated by this Agreement.  Buyer shall be responsible for paying,

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shall promptly discharge when due, and shall reimburse, indemnify and hold harmless Seller from, any sales or use, transfer, real property gains, excise, stamp, or other similar Taxes imposed by Cyprus or any of its states, territories or other geographical units arising from, imposed on or attributable to the transfer of the Purchased Assets to Buyer as contemplated by this Agreement.  Further, with respect to Taxes applicable to the Purchased Assets or the Business, the parties agree as follows:

7.3.1.Buyer and Seller agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets, including, without limitation, access to books and records, as is reasonably necessary for the filing of all tax returns by Buyer or Seller, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment.

7.3.2.All Taxes levied with respect to the Purchased Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and the Buyer based on (a) the number of days of such taxable period beginning on the first day of such taxable period and ending on the Closing Date (inclusive) (the “Pre-Closing Tax Period”), and (b) the number of days of such taxable period beginning immediately after the Closing Date and ending on the last day of such taxable period (the “Post-Closing Tax Period”).  Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Seller shall notify the Buyer upon receipt of any bill for Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bill to the Buyer who shall pay the same to the appropriate taxing authority, provided that if such bill covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of assessment to the Buyer payment for the proportionate amount of such bill that is attributable to the Pre-Closing Tax Period.  In the event that either Seller or the Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 7.3, the other party shall make such reimbursement promptly, but in no event later than thirty days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

7.4.FUTURE AGREEMENTS.  In the event Seller acquires or creates any asset, or enters into any agreement, between the date of this Agreement and the Closing that

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relates primarily to the Business (other than the Excluded Assets), then Seller agrees to report to Buyer, at least three (3) calendar days prior to the Closing (unless such asset was acquired or created or such agreement was entered into within three (3) calendar days prior to the Closing, in which event the Seller agrees to report to Buyer as soon as reasonably practicable, but in any event prior to the Closing), the details of all such assets and agreements and, upon Buyer’s request, to include any such asset or agreement within the Purchased Assets, without any change to the consideration due to Seller hereunder.

7.5.PERMITS.  Seller will use commercially reasonable efforts to assist Buyer in obtaining any licenses, permits or authorizations required for carrying on the Business but which are not transferable.

7.6.CHANGE OF NAME.  Promptly following the Closing, Seller shall change its name to another name that does not include any of the Purchased Assets.

7.7.CONFIDENTIALITY UNDERTAKING.  Seller undertakes that, except to the extent required by Law, it will: (i) hold any information relating, directly or indirectly, in whole or in part, to this Agreement, the subject matter hereof, the Purchased Assets or the Business, including, but not limited to, the terms of this Agreement, all Customer Agreements and all copies thereof and all rights whatsoever therein, other than information that is or becomes available to the public other by reason of Seller’s breach of their obligations under this Agreement (collectively, “Confidential Information”) in confidence and protect the Confidential Information to the same extent and by the same means they use to protect the confidentiality of their own proprietary or confidential information that they do not wish to disclose and not less than commercially reasonable means; (ii) not make any use of the Confidential Information, save as provided for under this Agreement; and (iii) restrict disclosure of Confidential Information solely to those of their Affiliates, stockholders, directors, officers, representatives, agents, employees, advisors or consultants with a need to know such information, will advise those of its employees and consultants to whom the Confidential Information is disclosed of their obligations under this Agreement with respect to the Confidential Information, and shall be responsible and liable for any breach of confidentiality by such employees or consultants; provided; however, that Seller may disclose Confidential Information (i) to the extent necessary or desirable to establish, enforce or assert any claims or defenses in connection with any legal proceeding by or against it, or (ii) to the extent otherwise required by Law or requested by any governmental or regulatory authority, provided; however that prior to any such disclosure, Seller will, to the extent practicable and not otherwise prohibited by applicable Laws, provide prompt written notice thereof to Buyer and use commercially reasonable efforts, at Buyer’s expense, to cooperate with Buyer so as to enable it to seek an appropriate protective order or other remedy.

7.8.POST-CLOSING RETENTION OF COPIES.  From and after the Closing Date Seller shall be permitted to retain copies of books and records of any kind relating to the Business or the Purchased Assets in accordance with its ordinary record keeping practices, subject always to its commitments under this Agreement, including Section 7.7.

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7.9.PUBLIC ANNOUNCEMENTS.

7.9.1.The initial press release regarding the execution of this Agreement shall be a joint press release agreed upon by Buyer and Seller, and thereafter Buyer and Seller each shall use reasonable efforts under the circumstances to cooperate with each other prior to the issuance of any press releases or otherwise making public announcements concerning this Agreement (including the exhibits and schedules hereto) and the transactions contemplated herein and prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto, except as may be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity.

7.9.2.Seller agrees to use commercially reasonable efforts to obtain confidential treatment with respect to the economic terms of the Revenue Payments under this Agreement to the extent that (i) Seller reasonably believes such confidential treatment will be permitted by Law or otherwise authorized or approved by any applicable Governmental Entity from whom such authorization or approval is necessary and (ii) Seller determines, after consultation with its outside legal counsel, that such confidential treatment shall not constitute a failure to comply with the fiduciary duties of its board of directors and officers to its stockholders.

7.10.NON-COMPETITION AGREEMENT.

7.10.1.In consideration of the consummation of the transactions contemplated by this Agreement, Seller undertakes that for two (2) years after the Closing Date, Seller will not, without the prior written consent of Buyer:

7.10.1.1.participate, assist or otherwise be directly or indirectly involved, financially or otherwise, as a member, director, consultant, adviser, contractor, principal, agent, manager, beneficiary, partner, associate, trustee, financier or otherwise engaged in any activity that is competitive with the Business anywhere in the world (a “Restricted Business”); or

7.10.1.2.interfere or seek to interfere, directly or indirectly, with any relationship between Buyer and any client, customer, employee or supplier of the Business.

7.10.2.If any of the separate and independent covenants and restraints referred to in Section 7.10.1 are or become invalid or unenforceable for any reason then that invalidity or unenforceability will not affect the validity or enforceability of any other separate and independent covenants and restraints.

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7.10.3.If any prohibition or restriction contained in Section 7.10 is judged to go beyond what is reasonable in the circumstances, but would be judged reasonable if that activity was deleted or that period or area was reduced, then the prohibitions or restrictions apply with that activity deleted or period or area reduced by the minimum amount necessary.

7.10.4.Nothing in this Section 7.10 will prevent Seller or any of its directors, officers or employees from (i) beneficially holding a passive investment up to five percent (5%) of any class of equity interests of a Restricted Business whose shares are publicly traded; (ii) owning as a passive investment of up to five percent (5%) of the equity interests in any venture capital fund in which Seller is solely a passive investor and is not a principal, partner, member, employee, advisor, consultant or other service provider; (iii) serving as an employee or consultant to, or in any other capacity with, Buyer; or (iv) owning, operating or exploiting the Excluded Assets.

7.10.5.Seller acknowledges that:

7.10.5.1.the prohibitions and restrictions contained in Section 7.10 are reasonable and necessary; and

7.10.5.2.Seller has received valuable consideration for agreeing to the covenants in Section 7.10.

7.10.6.Seller and Buyer acknowledge and agree that it will be difficult to compute the amount of damage or loss to Buyer if Seller violated any of their agreements under this Section 7.10, that Buyer will be without an adequate legal remedy if Seller violated the provisions of this Section 7.10, and that any such violation may cause substantial irreparable injury and damage to Buyer not fully compensable by monetary damages.  Therefore, Seller and Buyer agree that in the event of any violation by Seller of this Section 7.10, Buyer shall be entitled (i) to recover from Seller monetary damages, (ii) to obtain specific performance, injunctive or other equitable relief, of either a preliminary or permanent type as may be deemed necessary or appropriate by a court of competent jurisdiction, and (iii) to seek any other available rights or remedies at Law or in equity which may be exercised concurrently with the rights granted hereunder.

7.11.EMPLOYEE MATTERS.

7.11.1.Buyer may extend offers of employment to certain employees of Seller (such employees who accept Buyer’s offers of employment are referred to herein as the “Transferred Employees”).  Seller shall provide Buyer with reasonable access to meet with and interview its employees during normal business hours, provided that such access shall not unduly interfere with the operation of the business of Seller prior to the Closing; provided, however, that, any of Buyer’s meetings with or other access to the employees of Seller shall require either (i) the presence at such meeting, whether in person or by telephone or

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other remote electronic means, of a representative of Seller or (ii) the prior written consent of Seller.  Immediately prior to the Closing, each Transferred Employee shall resign effective immediately after the Closing.  Upon such resignation, Seller shall pay to such Transferred Employees all compensation, bonus and other amounts due and payable to such Transferred Employees in connection with such terminations of employment with Seller in accordance with Seller’s regular employment policies and practices.  To the extent permitted by Buyer’s (or others on its behalf’s) benefit plans, the employee benefit plans of Buyer in which the Transferred Employees, if any, are eligible to participate shall take into account, for purposes of eligibility, waiting periods, and pre-existing periods, the service of such Transferred Employees with Seller as if such service were with Buyer.  For the avoidance of doubt, Seller alone shall pay to employees of Seller who were not offered a position with Buyer, or who do not accept Buyer’s offers of employment, all compensation, bonus and other amounts due and payable to such employees in connection with their continued employment by Seller or the termination of their employment by Seller.

7.11.2.No provision in this Agreement shall create any third party beneficiary or other right in any Person (including any beneficiary or dependent thereof) for any reason, including, without limitation, in respect of continued, resumed or new employment with Seller or Buyer (or any Affiliate of Seller or Buyer) or in respect of any benefits that may be provided, directly or indirectly, under any plan or arrangement maintained by Seller, Buyer or any Affiliate of Seller or Buyer.  Except as otherwise expressly provided in this Agreement, Buyer is under no obligation to hire any employee of Seller, provide any employee with any particular benefits, or make any payments or provide any benefits to those employees of Seller whom Buyer chooses not to employ.

7.11.3.For a period of three (3) years after the Closing, Seller will not solicit any Transferred Employee for employment.  For purposes of this Section 7.11, the term “solicit” shall not include the following activities by Seller: (i) a general advertisement for employment including, without limitation, in any bulletin board (including electronic bulletin boards), newspaper, trade journal or other publication available for general distribution to the public without specific reference to any particular employees; (ii) participation in any hiring fair or similar event open to the public not targeted at Buyer’s employees; and (iii) use of recruiting or employee search firms that have been instructed by Seller not to target any Transferred Employee.

7.12.INVITATIONAL SEATS.  Commencing on the Closing Date, on a going-forward basis thereafter without expiration, Seller shall be entitled to receive, and Buyer shall provide to Seller, six (6) invitational seats per year for the WPT Celebrity

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Invitational, or, if such event is not held in a given year, a substantially similar event during such year.  Any Tax consequences as a result of such arrangement, if any, shall be borne solely by Seller.

7.13.ALLOCATION OF PURCHASE PRICE.  Seller and Buyer agree that the Purchase Price shall be allocated in accordance with the allocation schedule delivered by Seller, a copy of which is attached hereto as Schedule 7.13 (the “Allocation Schedule”).  After the Closing Date, Seller and Buyer will each file all federal, state, local and foreign tax returns, as applicable, in accordance with the Allocation Schedule.  With respect to any tax returns filed by the parties hereto, (i) no party will take a position on any tax return, before any tax authority or in any judicial proceeding, that is in any way inconsistent with the Allocation Schedule without the written consent of both Seller and Buyer or unless specifically required pursuant to a determination by the applicable tax authority; (ii) the parties will make commercially reasonable efforts to cooperate with each other in connection with the preparation, execution and filing of all tax returns related to the Allocation Schedule; and (iii) the parties will promptly advise each other regarding the existence of any tax audit, controversy or litigation relating to such allocation.

7.14.TRANSFER OF INTELLECTUAL PROPERTY.  All out-of-pocket filing fees incurred and actually paid by Buyer to a Governmental Entity in order to effect a change in the name of the registered owner of all Purchased Assets that are registered Intellectual Property, including all registered copyrights, trademarks and domain names, to Buyer at or following the Closing, shall be borne by Buyer.  Buyer shall further be responsible for all of its administrative or other costs in connection therewith.

7.15.ACQUISITION OF BUYER.

7.15.1.Definitions.  For purposes of this Agreement (A) “Buyer Acquisition Transaction” shall mean a transaction or series of transactions relating to, or involving the acquisition, license (other than a license for value in the ordinary course of business consistent with past practice), pledge or other disposal, of any type or nature whatsoever, of any portion of the Business or any of the Purchased Assets, or a twenty-five percent (25%) or higher interest in Buyer’s capital stock (whether or not outstanding), whether by merger, reorganization, purchase of assets, tender offer, license or otherwise (other than issuances of Buyer capital stock pursuant to the exercise of currently outstanding Buyer options or warrants), or any consolidation, business combination, merger or similar transaction involving Buyer, or any recapitalization, restructuring, liquidation or dissolution of Buyer; and (B) “IPO” shall mean any offering by Buyer of its equity interest to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

7.15.2.[Reserved]

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7.15.3.Consent.  The Buyer shall not, at any time prior to the twelve (12) month anniversary of the Closing Date, enter into, consummate or agree to enter into any Buyer Acquisition Transaction without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.

7.15.4.Buyer Acquisition Transaction.  Subject to Section 7.15.3 above, as applicable, in the event that at any time following the Closing, Buyer plans to enter into any Buyer Acquisition Transaction:

7.15.4.1.Buyer shall deliver a written notice (the “Acquisition Notice”) to Seller of its intent to enter into a Buyer Acquisition Transaction.  The Acquisition Notice shall set forth in reasonable detail all material terms and conditions of such Buyer Acquisition Transaction, and the identity of the prospective purchaser, transferee, pledgee, licensee or other applicable acquiring party in such Buyer Acquisition Transaction (“NewCo”); for the avoidance of doubt, providing to the Seller a copy of an executed “term sheet”, in customary form, for such proposed Buyer Acquisition Transaction shall be sufficient for purposes of this Section as a summary of the material terms and conditions of such proposed Buyer Acquisition Transaction.  The Acquisition Notice shall also set forth Buyer’s calculation of the Revenue Payment Buyout Amount, provided that Buyer shall not be obligated to include its calculation of the Revenue Buyout Amount if Buyer is not exercising its Revenue Payment Buyout right pursuant to Section 7.15.5.  The calculation of such Revenue Payment Buyout Amount shall be subject to review and agreement by Seller.

7.15.4.2.Seller may, no later than fifteen (15) calendar days following Seller’s receipt of the Acquisition Notice from Buyer, send a written notice (the “Seller Exercise Notice”) to Buyer indicating that it wishes to acquire all, but not less than all, of the businesses, properties, assets, technologies or capital stock or other rights or benefits proposed to be sold, pledged, licensed or otherwise acquired in the Buyer Acquisition Transaction at a purchase price equal to the purchase price stated in the Buyer Acquisition Notice, and on the other terms and conditions set forth therein.  If Seller does not deliver the Seller Exercise Notice within the specified fifteen (15) day period, Seller shall be deemed to have forfeited its right of first refusal hereunder.

7.15.4.3.If Seller delivers the Seller Exercise Notice pursuant to Section 7.15.4.2, then the parties shall prepare definitive documents for such transaction and the closing of such transaction shall take place, and all applicable payments

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from Seller shall be delivered to Buyer, within sixty (60) calendar days after delivery of such Seller Exercise Notice.  In the event that the parties, acting reasonably and in good faith, cannot agree on the form and substance of the definitive documents and consummate the transaction within such 60-day period, then Seller shall be deemed not to have delivered the Seller Exercise Notice and Section 7.15.4.4 shall apply (except that the words “ninety (90) calendar day” therein shall be replaced by “one hundred and twenty (120) day”).

7.15.4.4.If Seller does not deliver the Seller Exercise Notice pursuant to Section 7.15.4.2, Buyer shall be free to carry out the Buyer Acquisition Transaction with the Newco identified in the Acquisition Notice on the terms stated in its Acquisition Notice or on terms that are more favorable to the Buyer than such terms.  (a) Prior to delivering an Acquisition Notice pursuant to Section 7.15.4.1, the Buyer shall use in good faith material and substantial efforts to obtain Newco’s consent that the obligation to make Revenue Payments under this Agreement shall be transferred to Newco in a manner that is otherwise identical to the Revenue Payments under this Agreement and does not circumvent or evade the obligations under this Agreement with respect to the Revenue Payments (herein, the “Assignment”), whereupon the Seller shall not be entitled to the Revenue Payment Buyout (it being understood that nothing in this clause (a) shall require Buyer to take any action that would jeopardize the underlying Buyer Acquisition Transaction or to enter into a sale transaction the terms of which are not in the best interests of Buyer); and, only if an Assignment was not agreed upon, (b) Buyer shall exercise a Revenue Payment Buyout pursuant to Section 7.15.5 below and pay to Seller the Revenue Payment Buyout Amount in accordance with Section 7.15.5, provided that such Transaction shall be consummated within ninety (90) calendar days after receipt of the Acquisition Notice by Seller at a price and on terms no more favorable to NewCo than those specified in the Acquisition Notice.  No Buyer Acquisition Transaction shall be consummated after the expiration of such ninety (90) calendar day period.  In addition, except when Newco agrees that the obligation to make Revenue Payments under this Agreement shall be transferred to Newco in a manner that is otherwise identical to the Revenue Payments hereunder, no Buyer Acquisition Transaction may be consummated with Persons who are Affiliates or

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related parties of the Buyer without prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.

7.15.5.Revenue Payment Buyout.  When applicable, Buyer shall acquire Seller’s ongoing right to receive Revenue Payments under this Agreement (a “Revenue Payment Buyout”) for a purchase price equal to the Revenue Payment Buyout Amount in the circumstances set forth above.  The Revenue Payment Buyout Amount shall be payable to Seller in cash on or prior to the consummation of the Buyer Acquisition Transaction by wire transfer of immediately available funds to the account designated by Seller.  The “Revenue Payment Buyout Amount” shall be an amount calculated as follows:

Revenue Payment Buyout Amount = M x E, where:

M = the EBITDA multiple that Buyer receives in the Buyer Acquisition Transaction (based on the EBITDA of Buyer (and the EBITDA of any of Buyer’s Affiliates from the Purchased Assets), assuming E was not paid and is not due to Seller, during the one (1) year period immediately prior to the consummation of the Buyer Acquisition Transaction).

E = the aggregate earnings Seller has received from Revenue Payments during the one (1) year period immediately prior to the consummation of the Buyer Acquisition Transaction.

For the avoidance of doubt, in the event that not all Purchased Assets — or not all of Buyer’s capital stock — are being sold or transferred in the Buyer Acquisition Transaction, the formula above shall be applied only to the EBITDA multiple (M) and the Revenue Payments (E) that are directly attributable to the Purchased Assets — or portion of the capital stock — being sold or transferred in such Buyer Acquisition Transaction.

Upon Seller’s receipt of the Revenue Payment Buyout Amount in accordance herewith, its right to receive the Revenue Payments under this Agreement shall terminate with respect to the Purchased Assets — or portion of the capital stock — being sold or transferred in such Buyer Acquisition Transaction only.  For clarity, Seller’s right to receive the Revenue Payments under this Agreement with respect to the Purchased Assets — or portion of the capital stock — not being sold or transferred in such Buyer Acquisition Transaction shall continue.

7.15.6.Initial Public Offering.  At least 10 calendar days prior to the anticipated consummation of an IPO, Buyer shall deliver a written notice (the “IPO Notice”) to Seller of its intent to carry out an IPO.  The IPO Notice shall set forth the material terms of the IPO (including,

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without limitation, the proposed offering price, to the extent known at such time) and the calculation of the Revenue Payment Buyout Amount.  In such event, Buyer shall elect, in the IPO Notice, in its sole discretion, to either:

7.15.6.1.continue to pay the Revenue Payments as provided in this Agreement; or

7.15.6.2.issue to the Seller capital stock or other equity (including, without limitation, any options, warrants, securities or other rights exercisable or exchangeable for or convertible into capital stock or other equity), as is being offered pursuant to the IPO, in an amount that is valued (based upon the IPO offering price) equal to or greater than the Revenue Payment Buyout Amount, calculated in accordance with Section 7.15.5 above, which capital stock or other equity shall be issued to Seller contemporaneously with the IPO; or

7.15.6.3.pay a cash payment to the Seller prior to the consummation of the IPO in an amount equal to the Revenue Payment Buyout Amount, calculated in accordance with Section 7.15.5 above, by wire transfer of immediately available.

The election by Buyer of one of the alternatives above shall be conditioned upon the actual consummation of the IPO within 21 days after delivery of the IPO Notice. If such IPO is not consummated within such time, Buyer shall again deliver an IPO Notice to the Seller at least 10 Days prior to the new anticipated date for consummation of the IPO with its new election of one of the alternatives above, in its sole discretion.

7.15.7.Inspection.  Upon delivery of an Acquisition Notice or an IPO Notice, Seller shall have the right, at Seller’s own expense, during normal business hours, upon at least five (5) Business Days written notice to examine and audit, and Buyer shall make available for inspection by Seller, all books and records necessary to substantiate the calculation of the Revenue Payment Buyout Amount set forth on such Acquisition Notice or IPO Notice.

7.15.8.Post-Closing Cooperation.  Seller agrees that, if reasonably requested by Buyer, it will use commercially reasonable efforts to cooperate with Buyer, at Buyer’s sole cost and expense, in enforcing the terms of any agreements between Seller and any third party involving the Business, including, without limitation, terms relating to confidentiality and the protection of intellectual property rights.

For the avoidance of doubt, the aforesaid is subject to all the terms and conditions of this Agreement, and does not derogate from or limit

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Buyer’s remedies for any breach of this Agreement, or a misrepresentation or breach of warranty by Seller hereunder.

7.16.MINIMUM MARKETING SPEND; EXPLOITATION OF PURCHASED ASSETS.  The Buyer guarantees a marketing spend by Buyer of no less than Six Hundred and Sixty-Six Thousand and Six Hundred and Sixty-Six US dollars (US$666,666) per year during the first 3 years following the date on which the first Website (as defined below) is launched (but in any event not later than a date that is six months after the Closing Date) to market and commercialize the Business and the Purchased Assets.  Thereafter Buyer shall use commercially reasonable efforts, given the circumstances from time to time, including with respect to Buyer’s business and the markets in general, to exploit and commercialize the Purchased Assets and to generate Gross Gaming Revenue, Sponsorship Revenue and Other Revenue.  In furtherance of the foregoing, it is the intent of the Buyer to create an online gaming site or sites using the “World Poker Tour” and “Professional Poker Tour” brands to drive traffic to such site or sites (“Websites”).

7.17.BULK SALES LAWS.  The parties hereto hereby waive compliance by the Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale and transfer of any or all of the Purchased Assets to Buyer; provided, that Seller shall indemnify and hold harmless Buyer for any Damages resulting from any non-compliance with any such Laws.

7.18.DISTRIBUTION RIGHTS.  At Closing, Seller and Buyer shall enter into a distribution agreement, in the form of Exhibit D attached hereto (the “Distribution Agreement”).

7.19.CONSENTS OF THIRD PARTIES.  Notwithstanding anything in this Agreement or in any Transaction Document to the contrary, if a Consent that is required for the assignment of a Contract to the Buyer, as set forth on Section 4.6 of the Seller’s Disclosure Schedule, is not provided prior to Closing (such Contract, a “Refused Contract”), then:

7.19.1.at the written request of Buyer, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer all of the benefits of, and to have Buyer assume the obligations and burdens to the extent set forth in Section 2.3 with respect to, such Refused Contract (each such Refused Contract, a “Selected Refused Contract”).  In such event, until such consent has been obtained, (i) Buyer shall use commercially reasonable efforts to perform in Seller’s name (as applicable) all of such obligations; provided, however, that Buyer shall not be required to take any action in performing such obligations which, in Buyer’s reasonable judgment, would subject Buyer to any liability or an unreasonable risk of incurring any such liability in excess of Seller’s obligations thereunder, and (ii) Seller shall take all actions reasonably requested by Buyer to enforce for the benefit of Buyer any and all rights of Seller with

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respect to any such Selected Refused Contract at the sole cost and expense of Buyer;

7.19.2.Seller authorizes Buyer to perform all of its respective obligations after the Closing with respect to all Refused Contracts that are not assigned to Buyer at the Closing.  Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all Selected Refused Contracts, net of all Costs and Expenses (as defined below) that have not been reimbursed by Buyer, and shall hold all such collections or payments in trust for the benefit of, and promptly pay the same over to, Buyer; provided, however, that nothing herein shall create or provide any rights or benefits in or to third parties.  “Costs and Expenses” means (i) compensation for any resources of Seller at reasonable rates and (ii) any directly related, actual reasonable out of pocket third party costs and expenses incurred by Seller; and

7.19.3.Nothing in this Section 7.19 shall be deemed to modify in any respect any of the Seller’s representations or warranties set forth herein, as if such Refused Contract was indeed within the Purchased Assets, be deemed a waiver by Buyer of its right to have received on or before the Closing Date an effective assignment of all of the Purchased Assets or be deemed to constitute an agreement to exclude from the Purchased Assets any assets described under Section 2.1.

7.20.FOREIGN PROGRAM LICENSING AGREEMENTS; FOREIGN BROADCASTER AGREEMENTS.  Notwithstanding anything in this Agreement or in any Transaction Document to the contrary, from and after the Closing Date Buyer shall be entitled to any license fees received by Seller, net of any Costs and Expenses, under the Excluded Agreements listed in Schedule 2.2.10 attached hereto under the headings “Foreign Program Licensing Agreements” (numbers 60 to 179) and “Foreign Broadcaster Agreements” (number 180) that accrue from and after the Closing Date, and Seller undertakes to remit any such net license fees to Buyer within 30 days after receiving the same; provided, however, that the foregoing shall not apply and Buyer shall not be entitled to any amounts received by Buyer under the Excluded Agreements listed in Schedule 2.2.10 as items 182 (PartyGaming agreement) and 183, 184 and 185 (Poker Stars agreement) other than as expressly provided in the Distribution Agreement.

8.CLOSING; TRANSFER OF PURCHASED ASSETS.

8.1.CLOSING.  Subject to the terms and conditions of this Agreement, the Closing shall take place not later than three (3) Business Days after the date on which all conditions precedent in Sections 8.4 and 8.5 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) have been satisfied or waived, as the parties may agree, or such other date as Buyer and Seller may mutually determine.  The date the Closing occurs is referred to as the “Closing Date”.

8.2.ACTIONS AT THE CLOSING - SELLER DELIVERIES.  Subject to the fulfillment or waiver of the conditions set forth in Section 8.5, at the Closing,

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Seller shall execute and/or deliver to Buyer all of the following:

8.2.1.a Bill of Sale substantially in the form attached as Exhibit E (the “Bill of Sale”);

8.2.2.an Assignment and Assumption Agreement substantially in the form attached as Exhibit F (the “Assumption Agreement”);

8.2.3.the Escrow Agreement, duly executed by Seller and the Escrow Agent;

8.2.4.the License Agreement;

8.2.5.a legal opinion of legal counsel to Seller, dated the Closing Date, in the form attached as Exhibit G hereto;

8.2.6.the Seller Compliance Certificate (as such term is defined below); and

8.2.7.a non-compete agreement in the form of Exhibit H attached hereto, duly executed by Messrs. Lipscomb and Berman.

8.3.ACTIONS AT THE CLOSING - BUYER DELIVERIES.  Subject to the fulfillment or waiver of the conditions set forth in Section 8.4, at the Closing, Buyer shall deliver the Closing Payment to Seller and the Buyer  shall execute and/or deliver to Seller all of the following:

8.3.1.the Bill of Sale;

8.3.2.the Assumption Agreement;

8.3.3.the Escrow Agreement, duly executed by Buyer;

8.3.4.the License Agreement; and

8.3.5.the Buyer Compliance Certificate (as such term is defined below).

8.4.CONDITIONS TO BUYER’S OBLIGATIONS.  The obligations of the Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by the Buyer in writing:

8.4.1.REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE; CERTIFICATE.  The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects (and if their language already contains a materiality or an amount qualifier - shall be true and correct) as of the Closing Date with the same force and effect as though such representations and warranties had been made or given again at and as of the Closing Date; Seller shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by Seller prior to or on the Closing Date; and Buyer shall have received a certificate, dated as of the Closing Date, signed and verified by an officer of Seller on behalf of Seller (the “Seller Compliance Certificate”) certifying to the matters set forth in this Section 8.4.1 above.

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8.4.2.REQUISITE STOCKHOLDER VOTE.  Seller shall have obtained the Requisite Stockholder Vote.

8.4.3.NO PROCEEDINGS OR LITIGATION.

8.4.3.1.No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated,  enacted, adopted, issued or have otherwise become effective or threatened by any Governmental Entity which prevents or materially delays the consummation of the transactions contemplated by this Agreement.

8.4.3.2.No suit, action, claim, proceeding or formal investigation shall have been commenced by any Governmental Entity and be pending against any of the parties hereto, or any of their respective Affiliates, seeking to prevent the transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages.

8.4.4.DOCUMENTS.  This Agreement and the other Transaction Documents required to be executed and delivered by Seller hereunder at or prior to the Closing shall be in full force and effect.

8.4.5.GOVERNMENTAL FILINGS.  The parties shall have made any required filing with Governmental Entities in connection with this Agreement and the other Transaction Documents, and any approvals related thereto shall have been obtained or any applicable waiting periods shall have expired or terminated early, in each case, as required in connection with the consummation of the transactions contemplated by this Agreement, and such approvals shall not, individually or in the aggregate, impose any Burdensome Term or Condition.

8.4.6.NO MATERIAL ADVERSE CHANGE.  Since the date hereof, there shall have been no Material Adverse Effect.

8.5.CONDITIONS TO SELLER’S OBLIGATIONS.  The obligations of Seller under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Seller in writing:

8.5.1.REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE.  The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made or given again at and as of the Closing Date; Buyer shall have performed and

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complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date; Seller shall have received certificates, dated as of the Closing Date, signed and verified by an officer of Buyer on behalf of Buyer (the “Buyer Compliance Certificate”)certifying to the matters set forth in this Section 8.5.1.

8.5.2.REQUISITE STOCKHOLDER VOTE.  Seller shall have obtained the Requisite Stockholder Vote.

8.5.3.NO PROCEEDING OR LITIGATION.

8.5.3.1.No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated, enacted adopted, issued or have otherwise become effective or threatened by any Governmental Entity which prevents or materially delays the consummation of the transactions contemplated by this Agreement.

8.5.3.2.No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties hereto, or any of their respective Affiliates, seeking to prevent the transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages.

8.5.4.DOCUMENTS.  This Agreement and the other Transaction Documents required to be executed and delivered by Buyer hereunder at or prior to the Closing, shall be in full force and effect.

8.5.5.GOVERNMENTAL FILINGS.  The Governmental Authorizations shall have been obtained, or any applicable waiting periods shall have expired or terminated early, in each case, as necessary for the consummation of the transactions contemplated by this Agreement.

9.INDEMNIFICATION.

9.1.SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

9.1.1.Except as set forth in Section 9.1.2, the representations and warranties of the parties contained in this Agreement shall survive the consummation of the transactions contemplated hereby until the eighteen (18) month anniversary of the Closing Date.

9.1.2.Notwithstanding anything to the contrary, (i) the representations and warranties contained in Section 4.13 (Taxes) shall survive for the period of the applicable statute of limitations (including any extensions thereof), and (ii) the representations and warranties contained in

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Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority), Section 4.3 (Execution and Binding Effect), Section 4.4 (Consents and Approvals of Governmental Entities), Section 4.5 (No Violation), Section 4.6 (Consents), Section 4.7.2 (Title), Section 5.1 (Organizational Standing; Power), Section 5.2 (Authority), Section 5.3 (Execution and Binding Effect) Section 5.4 (Consents and Approvals of Governmental Entities), Section 5.5 (No Violation) and Section 5.6 (Consents), shall survive the Closing Date without time limitation (the representations and warranties referenced in clause (ii) above are referred to herein as the “Fundamental Representations”).

9.1.3.All covenants contained in this Agreement and all claims related to fraud shall survive the Closing Date without time limitation; provided, however, that covenants that have a specific time period specified herein shall survive for such specified period.

9.1.4.The survival periods specified above, as applicable, are referred to herein as the “Survival Period.”

9.1.5.Notwithstanding the fact that claims may be asserted after the release of the Escrow Cash and prior to the expiration of the applicable Survival Period, any balance of the Escrow Cash, plus any interest or income earned thereon, shall be disbursed in accordance with Section 9.4 and the Escrow Agreement.

9.2.SELLER INDEMNIFICATION.  Subject to the limitations set forth in this Section 9, from and after the Closing Date, Seller shall protect, defend, indemnify and hold harmless Buyer and Buyer’s Affiliates, and their respective officers, directors, employees, representatives and agents (each of the foregoing Persons is hereinafter referred to individually as an “Buyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all losses, costs, damages, dues, penalties, fines, interest, Liabilities, Taxes, Liens,, fees (including, without limitation, reasonable out-of-pocket attorneys’ fees and expenses, costs of investigation, court costs and costs of defense) and expenses (but expressly excluding special, incidental, indirect or consequential damages or lost profits or revenue) (collectively, “Damages”), that any of Buyer Indemnified Persons incurs (i) by reason of or in connection with any failure of any of the representations and warranties of Seller contained in this Agreement, the Bill of Sale, the Assumption Agreement or the Seller Compliance Certificate, to be true and correct in all respects as of the date of this Agreement and as of the Closing Date (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualification), (ii) resulting from any failure to fulfill or observe any covenant or agreement made herein by Seller, (iii) that is attributable, in whole or in part, and to the extent that it is attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, or (iv) by reason of any Excluded Assets, (v) by reason of any assertion against Buyer Indemnified Person of any claim or liability constituting an Excluded Liability, (vi) failure by Seller to comply with any bulk sales Law, or (vii) as a result of or in connection with the discharge of any Permitted Liens.  Notwithstanding the

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foregoing, subject to the provisions of Section 7.3, Seller shall have no indemnification, defense or hold harmless obligation to any Buyer Indemnified Person for Taxes that arise from and are created by the transactions contemplated by this Agreement.  Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Buyer.

9.3.BUYER INDEMNIFICATION.  Subject to the limitations set forth in this Section 9, from and after the Closing Date, Buyer shall protect, defend, indemnify and hold harmless Seller and Seller’s Affiliates, and their respective officers, directors, employees, representatives and agents (each of the foregoing Persons is hereinafter referred to individually as a “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages that any of the Seller Indemnified Persons incurs (i) by reason of or in connection with any failure of any of the representations and warranties of Buyer contained in this Agreement, in the Bill of Sale, the Assumption Agreement or the Compliance Certificate, to be true and correct in all respects as of the date of this Agreement and as of the Closing Date (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualification), (ii) resulting from any failure to fulfill or observe any covenant or agreement made herein by Buyer, (iii) that is attributable, in whole or in part, and to the extent that it is attributable, to the operation of the Business or the ownership of the Purchased Assets after the Closing Date, (iv) any assertion against Seller Indemnified Person of any claim or liability constituting an Assumed Liability..  Notwithstanding the foregoing, subject to the provisions of Section 7.3, the Buyer shall have no indemnification, defense or hold harmless obligation to any Seller Indemnified Person for Taxes that arise from and are created by the transactions contemplated by this Agreement.  Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Seller.

9.4.ESCROW.  All funds deposited with the Escrow Agent hereunder shall be retained by it until the eighteen (18) month anniversary of the Closing Date, and at the end of such period, with such additional time as may reasonably be necessary to determine the appropriate distribution amounts as provided in the Escrow Agreement, any portion of the Escrow Cash not previously disbursed shall be released to Seller; provided, however, that such portion of the Escrow Cash, in the amount of and to the extent of any timely asserted and pending but unresolved claims for indemnification made by Buyer in good faith pursuant to Section 9.2, shall be held by the Escrow Agent pending resolution of such claims; and, provided further, that if, and to the extent that, any portion of the Escrow Cash so withheld exceeds Seller’s indemnification obligation as finally determined pursuant to this Section 9, (1) Buyer shall have no rights with respect to such excess amount, (2) Buyer agrees that Seller shall be entitled to the investment earnings on such excess amounts from the date such amounts would have otherwise been payable to Seller pursuant to this Section 9 until the date of payment to Seller, and (3) the “investment earnings” on such excess amounts shall be as provided in the Escrow Agreement.

9.5.INDEMNIFICATION PROCEDURE.  The procedures for indemnification shall

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be as follows:

9.5.1.The party claiming the indemnification (the “Indemnified Party”) shall promptly give written notice to the party from whom the indemnification is claimed (the “Indemnifying Party”) of any claim whether between the parties or brought by a third party against the Indemnified Party, specifying in reasonable detail (i) the factual basis for such claim, and (ii) the amount of the claim.  If a claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party, such notice shall be given by the Indemnified Party to the Indemnifying Party promptly but in any event within fifteen (15) calendar days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party.  Failure to give prompt written notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice to the Indemnifying Party.

9.5.2.Following receipt of written notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) calendar days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable.  For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim.  If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim; provided, that the amount held in escrow to secure Seller’s indemnification obligations to Buyer shall be paid in satisfaction of any claim determined to be payable by Seller until that amount is exhausted (if it is).

9.5.3.With respect to any claim by a third party as to which the Indemnifying Party has agreed that the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or, if it so elects, within twenty (20) calendar days of receipt of notice of such claim,to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, provided, however, that the Indemnifying Party shall only be entitled to assume the defense of such claim if the Indemnifying Party first acknowledges its indemnity obligation in writing and assumes and holds the Indemnified Party harmless from and against the full amount of any Loss resulting therefrom.  If the Indemnifying Party elects to assume control of the defense of any third-party claim, then, notwithstanding anything to the contrary herein, the Indemnifying Party alone shall be responsible for

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the entire amount claimed in such third-party claim, regardless of any limitation hereunder on the liability of the Indemnifying Party, and the Indemnified Party shall have the right to participate in the defense of such claim at its own expense.  The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any subsidiary or Affiliate thereof, or if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand which release shall be in form and substance satisfactory to the Indemnified Party).  Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any third-party claim assumed by the Indemnifying Party, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement.  If the Indemnifying Party does not notify the Indemnified Party within twenty (20) calendar days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or it is not otherwise permitted to assume the defense thereof pursuant to Section 9.5.4, the Indemnified Party shall have the right to contest, settle or compromise and pay such claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

9.5.4.The Indemnifying Party shall not be entitled to assume control of the defense of any third-party claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (ii) the third-party claim seeks an injunction or equitable relief against the Indemnified Party.

9.5.5.If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible.

9.5.6.If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim.

9.5.7.The indemnification rights provided in Sections 9.2 and 9.3 hereof shall extend to the directors, officers and Affiliates of the Indemnified Party, although for the purpose of the procedures set forth in this

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Section 9, any indemnification claims by such parties shall be made by and through the Indemnified Party.

9.6.LIMITATIONS ON SELLER INDEMNIFICATION.

9.6.1.Except as specifically otherwise provided, including, without limitation, claims against Seller relating to (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1).

9.6.2.No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respectsunless such claim is asserted during the applicable Survival Period for such representation or warranty.

9.6.3.Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”).  Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.

9.7.LIMITATIONS ON BUYER INDEMNIFICATION.

9.7.1.Except as specifically otherwise provided, including, without limitation, claims against Buyer relating to (i) failure of any of Buyer’s Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Buyer contained in this Agreement,

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(iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets after the Closing Date, or (iv) the Assumed Liabilities, Buyer shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds the Basket Amount; provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Buyer shall be liable for all such Damages back to Dollar one ($1).

9.7.2.No Seller Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty.

9.7.3.Other than Buyer’s liability for (i) failure of any of Buyer’s Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Buyer contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets after the Closing Date, or (iv) the Assumed Liabilities, the aggregate liability of Buyer hereunder shall in no event exceed the Cap.

9.8.SUBROGATION.  Upon making an indemnity payment pursuant to this Agreement, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the damages to which the payment related.  Without limiting the generality of any other provision hereof, each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments necessary to evidence and perfect the above described subrogation rights.

9.9.EXCLUSIVE REMEDIES.  Except in the case of fraud or willful misconduct or injunctive relief as contemplated by Section 11.9, following the Closing, the remedies provided for in this Section 9 shall be the sole and exclusive remedies of the parties and their respective officers, directors, employees, Affiliates, agents, representatives, successors and assigns with respect to, relating to or arising out of this Agreement (i) breach of the representations, warranties, covenants and agreements contained in this Agreement, (ii) any events, circumstances or conditions which are the subject of the representations, warranties, covenants or agreements contained in this Agreement, (iii) any other matters related to the transactions contemplated by this Agreement and (iv) any other events, circumstances or conditions relating to the ownership or operation of the Business or the Purchased Assets prior to the Closing Date, and whether any claims or causes of action asserted with respect to such matters are brought in contract, tort or any other legal theory whatsoever, and such parties hereby waive, and release one another from, all other remedies, whether common law or statutory or at equity.  For the avoidance of doubt, the foregoing does not limit the Indemnified

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Parties from pursuing their remedies under the other agreements entered into in connection with this Agreement.

9.10.NO DOUBLE RECOVERY; USE OF INSURANCE.  Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or the Schedules attached hereto, or any document executed in connection with this Agreement or otherwise.  Furthermore, in the event any losses, liabilities or damages related to a claim by a Buyer Indemnified Person are covered by insurance, Buyer agrees to use commercially reasonable efforts to seek recovery under such insurance and Buyer shall not be entitled to recover from Seller (and shall refund amounts received up to the amount of indemnification actually received) with respect to such damages to the extent Buyer recovers any applicable insurance payment.

9.11.TREATMENT OF INDEMNITY PAYMENTS BETWEEN THE PARTIES.  Unless otherwise required by applicable Law, all indemnification payments shall constitute adjustments to the Purchase Price for all Tax purposes, and no party shall take any position inconsistent with such characterization on any tax return, in any Tax audit or judicial or administrative proceeding or otherwise.

9.12.MITIGATION.  Each party agrees to use reasonable efforts to mitigate any Damages which form the basis of a claim hereunder.

10.TERMINATION.

10.1.TERMINATION OF AGREEMENT.  This Agreement may be terminated at any time (notwithstanding approval thereof by the Requisite Stockholder Vote) prior to the Closing:

10.1.1.By mutual written consent of Buyer and Seller; or

10.1.2.By Buyer or Seller if the Closing does not occur by the date that is six months after the date of this Agreement (the “Outside Date”), whether such date is before or after the date of approval by the Requisite Stockholder Vote; provided, however, that the right to terminate this Agreement pursuant to this Section 10.1.2 shall not be available to any party whose failure to take any action required to fulfill any obligation under this Agreement shall have been the cause or, or shall have resulted in, the failure of the Closing to occur by such date;

10.1.3.By Buyer or Seller if the Stockholders Meeting (including any adjournments or postponements thereof) shall have been convened and a vote to approve this Agreement shall have been taken thereat and the adoption of this Agreement by the Requisite Stockholder Vote shall not have been obtained (and shall not have been obtained at any adjournments or postponements thereof);

10.1.4.Seller, if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Buyer which breach, either individually or in

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the aggregate, would reasonably be expected to result in the failure of the conditions set forth in Section 8.5 to be satisfied and which is not cured within the earlier of (i) the Outside Date and (ii) thirty (30) days following written notice to Buyer from Seller, or which by its nature or timing cannot be cured within such time period; provided that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1.4 if it is then in material breach of any of its covenants or agreements or representations and warranties contained in this Agreement; or

10.1.5.Buyer, if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Seller, which breach, either individually or in the aggregate, would reasonably be expected to result in the failure of the conditions set forth in Section 8.4 to be satisfied and which is not cured within the earlier of (i) the Outside Date and (ii) thirty (30) days following written notice to Seller from Buyer, or which by its nature or timing cannot be cured within such time period; provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 10.1.5 if Buyer is then in material breach of any of its covenants or agreements or representations and warranties contained in this Agreement;

10.1.6.By Buyer or Seller if any Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the use of the Purchased Assets by the Buyer after the Closing Date in a manner substantially equivalent to the manner currently operated by Seller (a “Restraint”); or

10.1.7.By Buyer if (i) a Change of Company Recommendation shall have occurred; (ii) the board of directors of Seller withholds, withdraws, qualifies, modifies or amends the Company Recommendation in a manner adverse to Buyer in accordance with, and subject to the terms and conditions of, Section 6.2; (iii) the board of directors of Seller or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal; (iv) Seller shall have executed any letter of intent, memorandum of understanding or similar contract relating to any Superior Proposal or Acquisition Proposal; (v) Seller publicly announces its intention to take any of the actions in the foregoing clauses (i), (ii), (iii), or (iv);it being understood that if publicly taking a position is required under applicable Law, that (1) publicly taking a neutral position with respect to an Acquisition Proposal, (2) privately taking a neutral position with respect to an Acquisition Proposal, or (3) publicly or privately taking no position with respect to an Acquisition Proposal shall, in any such case, be considered an adverse modification; and, it being further understood that, if publicly taking a position is not required under applicable Law,

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that publicly taking a neutral position with respect to an Acquisition Proposal shall be considered an adverse modification; (v) with the prior consent of the board of directors of Seller, any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) directly or indirectly consummates an Acquisition Proposal; or (vi) Seller breaches its obligation hereunder to hold the Stockholder Meeting other than solely as a result of actions taken or omitted by the SECor fails to include the Company Recommendation in the Proxy Statement; or

10.1.8.By Seller, at any time prior to the Closing, in accordance with, and subject to the terms and conditions of, Section 6.2.4.

10.2.PROCEDURE AND EFFECT OF TERMINATION.  In the event of termination of this Agreement by a party pursuant to Section 10.1 written notice shall be given to the other parties specifying the provision of Section 10.1 pursuant to which such termination is made, and this Agreement (other than this Section 10.2, Section 7.7 (Confidentiality) and Section 11 (Miscellaneous), other than Section 11.5 (Further Assurances)) shall terminate and become void and of no force or effect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from (i) the willful failure of any party hereto to fulfill a condition to the performance of the material obligations of the other parties hereto or (ii) the willful failure of any party hereto to perform a material covenant applicable to it, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such failure; provided, further, that:

10.2.1.if Buyer terminates this Agreement pursuant to Section 10.1.5 or Section 10.1.7, within five (5) Business Days after the date of such termination, Seller shall pay the amount of One Million Dollars (US$1,000,000) (the “Termination Fee”) to, or as directed by, Buyer by wire transfer of immediately available funds to one or more accounts specified by Buyer in writing; and

10.2.2.if Seller terminates this Agreement pursuant to Section 10.1.4, within five (5) Business Days after the date of such termination, Buyer shall pay the Termination Fee to, or as directed by, Seller by wire transfer of immediately available funds to one or more accounts specified by Buyer in writing.

10.2.3.Each party acknowledges that the agreements contained in this Section 10.2 are an integral part of the transactions contemplated by this Agreement.  In the event that either party shall fail to pay the Termination Fee when due, such party shall reimburse the other party for all reasonable and documented costs and expenses actually incurred or accrued by or on behalf of such party (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 10.2.3.

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11.MISCELLANEOUS.

11.1.ENTIRE AGREEMENT.  This Agreement, together with the schedules and exhibits attached hereto, and other Transaction Documents, are the product of both of the parties hereto, constitute the entire agreement between such parties pertaining to the subject matter hereof and thereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein and therein.  Other than as contained in this Agreement, together with the schedules and exhibits attached hereto, and other Transaction Documents, there are no other written or oral representations, agreements, arrangements, or understandings existing between the parties hereto regarding this Agreement or the other Transaction Documents.

11.2.AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns.  Any amendment or waiver effected in accordance with this Section 11.2 shall be binding upon the parties and their respective successors and assigns.

11.3.ASSIGNMENT; SUCCESSORS AND ASSIGNS.  Neither party shall assign or transfer its rights or obligations under this Agreement, whether directly or indirectly or by operation of Law, or purport to do so, without the other party’s prior written consent; provided, however, that, subject to Section 3.5 and Section 7.15, as applicable, such consent shall not be required for (i) an assignment of this Agreement to an Affiliate of the assignor, or (ii) assignment of this Agreement in the context of a merger of a party with another company, or the sale of all or substantially all of the shares or assets of a party to another company.  Subject to the aforesaid limitation, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

11.4.GOVERNING LAW; JURISDICTION.

11.4.1.This Agreement shall be governed by and construed in accordance with English law.

11.4.2.Buyer irrevocably agrees for the exclusive benefit of Seller, and Seller irrevocably agrees for the exclusive benefit of Buyer, that the courts of England shall have (subject as stated in Section 11.4.3 below) exclusive jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement, and for such purposes they hereby irrevocably submit to the jurisdiction of such courts.  The parties agree not to assert that such jurisdiction is a “forum non-conveniens” or any similar argument attempting to avoid the jurisdiction of the courts of England.

11.4.3.Nothing contained in this Section 11.4 shall limit the right of a party to enforce judgments of the courts of England hereunder, in any court in any other jurisdiction, and nothing in this Section shall prevent a party from bringing any suit, action or proceedings hereunder in the courts

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of any other jurisdiction if the first party was for any reason unable to enforce a judgment rendered by the English courts in any such other jurisdiction, nor shall the taking of any such enforcement proceedings (or other proceedings referred to in this Section 11.4.3) in one or more jurisdictions preclude the taking of enforcement proceedings (or other proceedings referred to in this Section 11.4.3) in any other jurisdiction, whether concurrently or not (unless precluded by applicable Law).

11.4.4.Buyer hereby authorizes and appoints Jordans International of 21 St Thomas Street, Bristol BS1 6JS, the United Kingdom, Tel: +44 (0)117 923 0600, Fax: +44 (0)117 923 0063 (or such other person being a firm of solicitors in England as Buyer may substitute from time to time by notice to Seller) to accept service of all legal process arising out of or connected with this Agreement. Service on such person(s) (or substitute) shall be deemed to be service on Buyer whether or not process is forwarded to or received by it.  Except upon a substitution of such firm, Buyer undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Seller accordingly.

11.4.5.Seller hereby authorizes and appoints Tony Coles of Jeffrey, Green, Russell Solicitors, Waverley House, 7-12 Noel Street, London, W1F 8G, DX 44627 Mayfair; phone +44 (0) 20 7339 7000, fax: + 44 (0) 20 7307 0240 (or such other person being a firm of solicitors in England as it may substitute by notice to Buyer) to accept service of all legal process arising out of or connected with this Agreement.  Service on such person(s) (or substitute) shall be deemed to be service on Seller whether or not process is forwarded to or received by it.  Except upon such a substitution, Seller undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Buyer accordingly.

11.5.FURTHER ASSURANCES.  From and after the date hereof, including after the Closing, each party shall each execute and deliver such further instruments of conveyance, sale, assignment or transfer, and shall take or cause to be taken such other or further action, as any party shall reasonably request of any other party at any time or from time to time in order to perfect, confirm or evidence in Buyer title to all or any part of the Purchased Assets or to consummate, in any other manner, the terms and provisions of this Agreement, at the sole cost and expense of the requesting party.

11.6.COUNTERPARTS.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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11.7.NOTICES.  Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient (a) when delivered personally, (b) on the next Business Day following deposit with an overnight delivery service of national reputation or (c) when transmitted by facsimile (transmission confirmed), if such notice is addressed to the party to be notified at such party’s address or facsimile number as follows, or as subsequently modified by written notice.

SELLER:	BUYER:
WPT Enterprises Inc.	Gamynia Limited
5700 Wilshire Boulevard, Suite 350	20 Costi Palama Street,
Los Angeles, CA 90036	Aspelia Court, 2nd Floor,
Attn: Chief Executive Officer	Nicosia, CY-1096 - Cyprus
Telephone: (323) 330-9844	Attn:
Facsimile: (323) 330-9901	Telephone: +357 22 664555
	Facsimile: +357 22 677485
With a copy to:
	With a copy to:
Liner Grode Stein Yankelevitz
Sunshine Regenstreif & Taylor LLP	Mrs. Cleo Koushos-Cros, Adv.
1100 Glendon Avenue, 14th Floor	KOUSHOS & KORFIOTIS,
	Advocates
Los Angeles, CA 90024	P.O. Box. 21020, Nicosia 1500,
Attn: Joshua B. Grode, Esq.	Cyprus
Telephone: (310) 500-3500	Telephone:
Facsimile:(310) 500-3501	Facsimile:

11.8.SEVERABILITY.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

11.9.SPECIFIC PERFORMANCE.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and the parties hereby agree to waive any requirements for posting a bond in connection with any such action.

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11.10.NO WAIVER.  A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.  A waiver by either party of any breach of or default under this agreement shall not be considered a waiver of a preceding or subsequent breach or default.  A purported waiver or release under this Agreement is not effective unless it is a specific authorized written waiver or release.

11.11.ADVICE OF LEGAL COUNSEL.  Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.  This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

11.12.NO THIRD PARTY BENEFICIARY.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.  In particular, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

11.13.FEES AND EXPENSES.  Each party shall bear its own fees and expenses (including the fees and expenses of its financial, legal, accounting and other advisors) incurred in the negotiation, documentation and delivery of the Agreement and the transactions contemplated hereby, whether or not the Closing occurs.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written.

BUYER:

Gamynia Limited,

a company incorporated under the laws of

Cyprus

By:	/s/ Cleo Koushos-Cros
Name:	Cleo Koushos-Cros
Title:	Director of KKLAW Managers Ltd.
	Director

SELLER:

WPT Enterprises, Inc.,

a Delaware limited liability company

By:	/s/ Adam J. Pliska
Name:	Adam J. Pliska
Title:	General Counsel

EX-2.2

Exhibit 2.2

GUARANTY

This GUARANTY (this “Guaranty”), dated as of July 28, 2009, is made by Borucoral Limited, a Cyprus private limited company (“Guarantor”), in favor of WPT Enterprises, Inc., a Delaware corporation (“Beneficiary” or “Seller”).

RECITALS

WHEREAS, simultaneously herewith, Seller and Gamynia Limited, a Cyprus private limited company (“Buyer”), are entering into that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement”), pursuant to which Buyer is agreeing to purchase substantially all of the assets of Seller, other than the Excluded Assets (as defined therein);

WHEREAS, it is a condition precedent to the execution and delivery of the Asset Purchase Agreement by Seller that Guarantor execute and deliver this Guaranty;

WHEREAS, Buyer is under common control with Guarantor, and the shareholders of Guarantor will receive substantial economic benefit from the consummation of the transactions contemplated by the Asset Purchase Agreement; and

WHEREAS, Guarantor is executing and delivering this Guaranty to guarantee the Guaranteed Obligations (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions.  Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Asset Purchase Agreement.

2.Guarantee of Guaranteed Obligations.  Guarantor hereby unconditionally and irrevocably guarantees as obligor and as surety to Beneficiary the performance when due of any and all covenants, agreements and other obligations of Buyer under the Asset Purchase Agreement (including all exhibits and ancillary agreements contemplated thereunder) and each of the other Transaction Documents, now or hereafter existing, made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and however arising under or in connection with the Asset Purchase Agreement and each of the other Transaction Documents (collectively, the “WPT Transaction Documents”), as applicable, including, without limitation, the payment when due of any and all amounts owing to Seller under the terms of the Asset Purchase Agreement (all such obligations including all amendments, modifications, supplements, renewals or extensions of any of them, whether such amendments, modifications, supplements, renewals or extensions are evidenced by new or additional instruments, documents or agreements or the security therefor, or otherwise, collectively the “Guaranteed Obligations”). 

In addition to acting as Guarantor, Guarantor adopts the obligations of Buyer as set forth in Section 3.5 (non-circumvention), Section 7.15 (buyer acquisition transactions) and Section 7.16 (exploitation of purchased assets).

3.Guaranty Absolute.  This Guaranty is irrevocable, absolute and unconditional in nature, relates to any Guaranteed Obligations now existing or hereafter arising and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than performance (including payment, if applicable) of all Guaranteed Obligations.  This Guaranty is a guarantee of performance of the Guaranteed Obligations and of payment (and not merely of collection) of the Guaranteed Obligations to the extent that the Guaranteed Obligations have not been performed by Buyer pursuant to the terms of the WPT Transaction Documents to which Buyer is party.  Guarantor guarantees that the Guaranteed Obligations will be performed and paid strictly in accordance with the terms of each WPT Transaction Document.  Guarantor may be joined in any action to enforce Buyer’s obligations.

4.Representations, Warranties and Covenants.  Each representation and warranty set out in this Section 4 is not qualified in any way whatsoever and, except as provided in this Guaranty, will be deemed to be repeated at and will not merge on the Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing, is given with the intention that liability is not confined to breaches discovered before the Closing, is separate and independent and is made and given as of the date hereof with the intention of inducing Seller to enter into the Asset Purchase Agreement.  Guarantor represents and warrants to Seller as follows:

(a)Organization, Standing and Power.  Guarantor is a private limited company duly organized, validly existing and in good standing under the laws of Cyprus.

(b)Authority.  The execution and delivery of this Guaranty (and all other agreements and instruments contemplated under this Guaranty) by Guarantor, the performance by Guarantor of its obligations hereunder, and the consummation by Guarantor of the transactions contemplated hereby have been duly authorized by all necessary action by Guarantor’s board of directors, and no other act or proceeding on the part of or on behalf of Guarantor is necessary to approve the execution and delivery of this Guaranty and such other agreements and instruments, the performance by Guarantor of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.  Guarantor has the requisite power and authority to execute and deliver this Guaranty and all of the other agreements and instruments to be executed and delivered by Guarantor pursuant hereto, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by Guarantor pursuant to the provisions hereof and thereof.

(c)Execution and Binding Effect.  This Guaranty has been duly and validly executed and delivered by Guarantor and constitutes, and the other agreements and instruments to be executed and delivered by Guarantor pursuant hereto, upon their execution and delivery by Guarantor will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, fraudulent

2

conveyance or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles, including, without limitation, those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

(d)Consents and Approvals of Governmental Entities.  There is no requirement applicable to Guarantor to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by Guarantor of the transactions contemplated by this Guaranty or the Asset Purchase Agreement and the other agreements and instruments to be executed and delivered by Guarantor pursuant hereto or thereto or the consummation by Guarantor of the transactions contemplated herein or therein.

(e)No Violation.  Neither the execution, delivery and performance of this Guaranty and all of the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Articles or Bylaws (or similar corporate document) of Guarantor, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, lease or other instrument or obligation to which Guarantor or by which any of the assets of Guarantor are bound, or (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to Guarantor or by which any properties or assets of Guarantor may be bound.

5.Consents.  No consents of any third party are required as a result of the execution, delivery and performance of this Guaranty or the consummation of the transactions contemplated hereby by Guarantor.

6.Trust of Receivables.  Guarantor agrees that, during such time as the Guaranteed Obligations remain outstanding,  upon the occurrence and during the continuance of any breach by Buyer under any WPT Transaction Document, if Guarantor shall collect or receive any payments with respect to such indebtedness, obligation or liability of Buyer now or hereafter owed to Guarantor, such amounts shall be received by Guarantor as trustee for Beneficiary and shall be paid over to Beneficiary on account of the Guaranteed Obligations, but without reducing or affecting in any manner the obligations of Guarantor under the other provisions of this Guaranty.

7.Waivers and Consents.  For purposes of this Guaranty, Guarantor shall be entitled to avail itself of any defense in relation to obligations under the Asset Purchase Agreement that could be relied upon by Buyer.  Guarantor acknowledges and agrees not to use this provision in a manner to circumvent Buyer’s or its obligations under the Asset Purchase Agreement.  Guarantor shall be deemed to have received notice at the same time as Buyer whether or not actual notice is separately sent to Guarantor.

(a)The obligations of Guarantor under this Guaranty shall remain in full force and effect without regard to, and shall not be limited, impaired, discharged or affected by,

3

whether or not Guarantor shall have had notice or knowledge of any of them, any of the following.

(i)any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions of any WPT Transaction Document;

(ii)any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

(iii)any dissolution, cessation of business, bankruptcy, reorganization, or the like of Buyer;

(iv)any requirement that Beneficiary protect, secure, perfect or insure any lien or any property or exhaust any right or first take any action against Buyer or any collateral of Buyer which secures any of the Guaranteed Obligations;

(v)any defense arising by reason of lack of power or authority of Buyer with respect to the WPT Transaction Documents to which it is party;

(vi)any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of Buyer under any WPT Transaction Document or any other amendment or waiver of or any consent to departure from any such agreements, including, without limitation, any increase in or amendment to the Guaranteed Obligations;

(vii)any change, restructuring or termination of the corporate structure or existence of Buyer, including, without limitation, any transfer of, or Encumbrance on, any interest in Buyer;

(viii)the application of payments received from any source to the payment of obligations or indebtedness other than the Guaranteed Obligations, even though Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations;

(ix)any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations;

(x)any defenses based on the statute of frauds or usury; and

(xi)any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations.

(b)Until all Guaranteed Obligations have been fully performed, Guarantor hereby agrees as follows:

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(i)Guarantor hereby waives promptness, diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any other party, protest or notice with respect to any of the obligations of any other party, and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance, notices of any action or inaction, including acceptance of this Guaranty, notices of default under any WPT Transaction Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto and notices of any of the matters referred to in this Section 6 and any right to consent to any thereof, and the benefit of all other demands whatsoever (and shall not require that the same be made on any other party as a condition precedent to the obligations of Guarantor), provided, however, that the foregoing shall not modify any defense of Buyer in relation to obligations under the Asset Purchase Agreement that could be relied upon by Buyer. Guarantor covenants that the obligations of Guarantor under this Guaranty will not be discharged, except by complete payment and performance of the obligations evidenced hereunder, except only as limited by the express contractual provisions of this Guaranty;

(ii)Guarantor waives all rights and defenses arising out of an election of remedies by Beneficiary so long as such election of remedies shall not destroy Guarantor’s rights of subrogation and reimbursement against any other party;

(iii)Beneficiary is hereby authorized, without notice or demand (and any such notice being expressly waived), from time to time, (A) to accept partial payments on all or any part of the obligations of any other party; (B) to take and hold security or collateral for the payment of all or any part of the obligations of any other party; (C) to exchange, enforce, waive and release any such security or collateral for such obligations; (D) to apply such security or collateral and direct the order or manner of sale thereof as in its discretion it may determine; (E) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of such obligations and any security or collateral for such obligations.  Any of the foregoing may be done in any manner, and Guarantor agrees that the same shall not affect or impair the obligations of Guarantor under this Guaranty, provided, however, that the foregoing shall not modify any defense of Buyer in relation to obligations under the Asset Purchase Agreement that could be relied upon by Buyer;

(iv)Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of Buyer and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, and Guarantor hereby agrees that Beneficiary shall have no duty to advise Guarantor of information known to it regarding such condition or any such circumstances;

(v)Guarantor agrees that neither Beneficiary nor any person or entity acting for or on behalf of Beneficiary shall be under any obligation to marshal any assets in favor of Guarantor or against or in payment of any or all of the obligations secured pursuant hereto.  Guarantor further agrees that, to the extent that any other party or any other guarantor of all or any part of the obligations of any other party makes a payment or

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payments to Beneficiary, or Beneficiary receives any proceeds of collateral for any of the obligations of any other party, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid or refunded, then, to the extent of such payment or repayment, the part of such obligations which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the time immediately preceding such initial payment, reduction or satisfaction.  Guarantor further waives any requirement that Beneficiary protect, secure, perfect or insure any lien or any property subject to this Guaranty;

(vi)Until all Guaranteed Obligations have been fully paid and/or performed, Guarantor waives all rights of subrogation with respect to the WPT Transaction Documents that are or may become available to Guarantor under applicable law and agrees that Guarantor will not assert such subrogation rights in any action or proceeding which Beneficiary may commence to enforce its rights under this Guaranty.  Guarantor acknowledges and agrees that it intends the foregoing to be an express waiver of its subrogation rights under applicable law;

(vii)Guarantor waives any benefit of, and any right to participate in, any security or collateral given to Beneficiary to secure the payment or performance of all or any part of such obligations or any other liability of any other parties to Beneficiary; provided, however, that the foregoing shall not modify any defense of Buyer in relation to obligations under the Asset Purchase Agreement that could be relied upon by Buyer;

(viii)This Guaranty applies to all Guaranteed Obligations, whether existing now or in the future, and shall continue until the full payment and/or performance of the Guaranteed Obligations.

(ix)Guarantor acknowledges it will receive substantial indirect benefits from the arrangements contemplated by the WPT Transaction Documents and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits;

(x)Guarantor waives the right to have the property of Buyer first applied to the Guaranteed Obligations;

(xi)Guarantor waives any right to require Beneficiary, as a condition of payment or performance by Guarantor, to (a) proceed against Buyer or any other guarantor of the Guaranteed Obligations or any other Person, (b) proceed against or exhaust any security held from Buyer any other guarantor of the Guaranteed Obligations or any other Person, (c) proceed against or have resort to any balance of any deposit account or credit on the books of Beneficiary in favor Buyer or any applicable Affiliates of Guarantor or any other Person, or (d) pursue any other remedy in the power of Beneficiary; and

(xii)Guarantor waives any defense based upon Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior that

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amounts to gross negligence, bad faith or breach of the Asset Purchase Agreement, and to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty, and expressly acknowledges the reliance hereon of Beneficiary.

As used in this paragraph, any reference to “the principal” includes Buyer and any reference to “the creditor” includes Beneficiary.  No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph.

8.Condition of Buyer and Applicable Affiliates.  Guarantor represents and warrants to Beneficiary that Guarantor has established adequate means of obtaining from Buyer, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise), properties and ability to perform their respective obligations under the WPT Transaction Documents to which they are party.  Guarantor now is and hereafter will be completely familiar with Buyer’s businesses, operations and condition (financial and otherwise), properties and ability to perform its obligations under the WPT Transaction Documents to which it is a party.  Guarantor hereby expressly waives and relinquishes any duty on the part of Beneficiary to disclose to Guarantor any matter, fact or thing related to Buyer’s businesses, operations or condition (financial or otherwise), and properties, whether now known or hereafter known by Beneficiary during the effectiveness of this Guaranty.

9.Subordination of Subrogation Claims.  Unless and until all of the Guaranteed Obligations shall have been indefeasibly satisfied, Guarantor will not exercise any rights that it may now or hereafter acquire against Buyer that arise from the existence, payment, performance or enforcement of the Guaranteed Obligations under this Guaranty or the WPT Transaction Documents.  If any amount shall be paid to Guarantor in violation of the preceding sentence at any time prior to the indefeasible satisfaction of the Guaranteed Obligations, such amount shall be held in trust for the benefit of Beneficiary and shall forthwith be paid to Beneficiary to be credited and applied to the Guaranteed Obligations (including payment to Beneficiary of any amounts due Beneficiary in respect of the Guaranteed Obligations) and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the WPT Transaction Documents, or to be held as collateral for any Guaranteed Obligations.

10.Understandings With Respect to Waivers and Consents.  Guarantor acknowledges that it has either consulted with legal counsel regarding the effect of this Guaranty and the waivers and consents set forth herein, or has made an informed decision not to do so.  If this Guaranty or any of the waivers or consents herein are determined to be unenforceable under or in violation of applicable law, this Guaranty and such waivers and consents shall be effective to the maximum extent permitted by Law.

11.Indemnification.  Guarantor shall indemnify, defend and hold harmless Beneficiary and its stockholders, officers, directors, Affiliates and employees (collectively, the “Indemnitees”) from and against any claim, loss, liability, judgment, cost or expense, including reasonable attorneys’ fees and disbursements (collectively, the “Claims”), asserted against, imposed upon, incurred by or caused to any of the Indemnitees, that arise out of or relate to, any breach by Guarantor of any of Guarantor’s representations, warranties, covenants or other

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obligations set forth in this Guaranty.

12.Notices.  Any notice required or permitted by this Guaranty shall be in writing and shall be deemed sufficient (a) when delivered personally, (b) on the next Business Day following deposit with an overnight delivery service of national reputation or (c) when transmitted by facsimile (transmission confirmed), if such notice is addressed to the party to be notified at such party’s address or facsimile number as follows, or as subsequently modified by written notice.

GUARANTOR:	SELLER:
Borucoral Limited	WPT Enterprises Inc.
c/o KKLaw Nominees Limited	5700 Wilshire Boulevard, Suite 350
20 Costi Palama Street, “Aspelia” Court,	Los Angeles, CA 90036
1st-2ndfloor,
Nicosia 1096	Attn: Chief Executive Officer
Cyprus	Telephone: (323) 330-9844
	Facsimile: (323) 330-9901
With a copy to:	With a copy to:
Mrs. Cleo Koushos-Cros, Adv.	Liner Grode Stein Yankelevitz Sunshine
KOUSHOS & KORFIOTIS, Advocates	Regenstreif & Taylor LLP
P.O. Box. 21020, Nicosia 1500,	1100 Glendon Avenue, 14th Floor
Cyprus	Los Angeles, CA 90024
Telephone:	Attn: Joshua B. Grode, Esq.
Facsimile:	Telephone: (310) 500-3500
	Facsimile:(310) 500-3501

13.Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with English law. Guarantor irrevocably agrees for the exclusive benefit of Seller, and Seller irrevocably agrees for the exclusive benefit of Guarantor, that the courts of England shall have (subject as stated in the next paragraph) exclusive jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement, and for such purposes they hereby irrevocably submit to the jurisdiction of such courts. The parties agree not to assert that such jurisdiction is a “forum non-conveniens” or any similar argument attempting to avoid the jurisdiction of the courts of England.

Nothing contained in this Section 12 shall limit the right of a party to enforce judgments of the courts of England hereunder, in any court in any other jurisdiction, and nothing in this Section shall prevent a party from bringing any suit, action or proceedings hereunder in the courts of any other jurisdiction if the first party was for any reason unable to enforce a judgment rendered by the English courts in any such other jurisdiction, nor shall the taking of any such enforcement proceedings (or other proceedings referred to in this Section 12) in one or more jurisdictions preclude the taking of enforcement proceedings (or other proceedings referred to in this Section 12) in any other jurisdiction, whether concurrently or not (unless precluded by applicable Law).

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Guarantor hereby authorizes and appoints Jordans International of 21 St Thomas Street, Bristol BS1 6JS, the United Kingdom, Tel: +44 (0)117 923 0600, Fax: +44 (0)117 923 0063 (or such other person being a firm of solicitors in England as Guarantor may substitute from time to time by notice to Seller) to accept service of all legal process arising out of or connected with this Agreement.  Service on such person(s) (or substitute) shall be deemed to be service on Guarantor whether or not process is forwarded to or received by it.  Except upon a substitution of such firm, Guarantor undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Seller accordingly.

Seller hereby authorizes and appoints Tony Coles of  Jeffrey, Green, Russell Solicitors, Waverley House, 7-12 Noel Street, London, W1F 8G, DX 44627 Mayfair; phone +44 (0) 20 7339 7000, fax: + 44 (0) 20 7307 0240 (or such other person being a firm of solicitors in England as it may substitute by notice to Guarantor) to accept service of all legal process arising out of or connected with this Agreement.  Service on such person(s) (or substitute) shall be deemed to be service on Seller whether or not process is forwarded to or received by it.  Except upon such a substitution, Seller undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Guarantor accordingly.

14.Specific Performance.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Guaranty were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Guaranty and to enforce specifically the terms and provisions hereof and the parties hereby agree to waive any requirements for posting a bond in connection with any such action.

15.Amendments.  Any term of this Guaranty may be amended or waived with the written consent of the parties or their respective successors and assigns.  Any amendment or waiver affected in accordance with this Section 14 shall be binding upon the parties and their respective successors and assigns.

16.No Waiver.  A failure or delay by either party to exercise any right or remedy under this Guaranty shall not be construed or operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.  A waiver by either party of any breach of or default under this Guaranty shall not be considered a waiver of a preceding or subsequent breach or default.  A purported waiver or release under this Guaranty is not effective unless it is a specific authorized written waiver or release.

17.Continuing Guaranty; Assignment.  This Guaranty is a continuing guaranty and shall remain in full force and effect until all of the Guaranteed Obligations (including payment to Beneficiary of any amounts due Beneficiary in respect of the Guaranteed Obligations) and any

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other amounts payable under this Guaranty have been fully and finally satisfied.  Notwithstanding anything herein to the contrary, neither party shall assign or transfer its rights or obligations under this Guaranty, whether directly or indirectly or by operation of Law, or purport to do so, without the other party’s prior written consent; provided, however, that, subject to Section 3.5 (Non-circumvention) and Section 7.15 (Acquisition of Buyer) of the Asset Purchase Agreement, as applicable, such consent shall not be required for (i) an assignment of this Guaranty to an Affiliate of the assignor, or (ii) assignment of this Guaranty in the context of a merger of a party with another company, or the sale of all or substantially all of the shares or assets of a party to another company.  Subject to the aforesaid limitation, the terms and conditions of this Guaranty shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  For the purposes of clarity, nothing in this document shall be construed to allow Guarantor to circumvent (through assignment or otherwise) its affirmative obligations contained Section 3.5 (non-circumvention), Section 7.15 (buyer acquisition transactions) and Section 7.16 (exploitation of purchased assets).

18.Survival of Warranties and Other Agreements.  All representations, warranties, covenants and agreements of Guarantor contained herein shall survive the execution and delivery of this Guaranty and shall be deemed made continuously, and shall continue in full force and effect, until the termination of this Guaranty

19.Counterparts.  This Guaranty may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

20.Termination.  Upon performance in full of the Guaranteed Obligations (including payment to Beneficiary of any amounts due Beneficiary in respect of the Guaranteed Obligations) and all other amounts, if any, payable under this Guaranty, this Guaranty shall immediately and automatically terminate and be of no further force and effect; provided that this Guaranty shall be reinstated if at any time payment, performance or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by Beneficiary (or any permitted assignee of Beneficiary) upon the bankruptcy or reorganization of Buyer.

21.Miscellaneous.

(a)  It is not necessary for Beneficiary to inquire into the capacity or powers of Guarantor, Buyer or the officers, directors or any agents acting or purporting to act on behalf of any of them.

(b)  The rights, powers and remedies given to Beneficiary by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Beneficiary by virtue of any statute or rule of law or in any of the WPT Transaction Documents or any agreement between Guarantor and Beneficiary or between Beneficiary and either of Buyer.  Any forbearance or failure to exercise, and any delay by Beneficiary in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy

(c)  Notwithstanding anything to the contrary contained herein, the obligations of Guarantor under this Guaranty shall not be larger in amount nor in any other respects more burdensome than the Guaranteed Obligations and if the obligations of Guarantor under this Guaranty exceed the Guaranteed Obligations such obligations shall be reduced in proportion to the Guaranteed Obligations.  Except as expressly waived by Guarantor herein, Guarantor shall be entitled to assert any defenses available to Buyer under the WPT Transaction Documents.

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(d)  The provisions of this Guaranty shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Guaranty, or the application thereof to any Person or any circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Guaranty and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

(e)  This Guaranty, together with the other Transaction Documents, are the product of both of the parties hereto, constitute the entire agreement between such parties pertaining to the subject matter hereof and thereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein and therein.  Other than as contained in this Guaranty and the other Transaction Documents, there are no other written or oral representations, agreements, arrangements, or understandings existing between the parties hereto regarding this Guaranty.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the duly authorized officers of Guarantor and Seller as of the date first above written.

GUARANTOR:
Borucoral Limited,
a Cyprus private limited company
By:	/s/ Cleo Koushos-Cros
Name:	Cleo Koushos-Cros
Title:	Director of KKLAW Managers Ltd.
	Director
Seller:
WPT Enterprises, Inc.,
a Delaware corporation
By:	/s/ Adam J. Pliska
Name:	Adam J. Pliska
Title:	General Counsel

EX-9.1

Exhibit 9.1

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of July 28, 2009 by and among Gamynia Limited, a company incorporated under the laws of Cyprus (“Buyer”), and each Person listed on the signature page hereof as a stockholder (each, a “Stockholder” and, collectively, the “Stockholders”).

RECITALS

A.Each Stockholder “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $.001 per share (the “Common Stock”), of WPT Enterprises Inc., a Delaware corporation (the “Company”), set forth opposite such Stockholder’s name on Schedule A attached hereto (such shares of Common Stock, together with all other shares of capital stock of the Company acquired by such Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”).

B.Subsequent to the execution and delivery of this Agreement, Buyer and Seller intend to enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”).

C.Pursuant to the Asset Purchase Agreement, Buyer shall agree to purchase substantially all of the assets of Seller, other than the Excluded Assets, and to assume certain liabilities and obligations of Seller as set out in the Asset Purchase Agreement, other than the Excluded Liabilities, on the terms and conditions set forth therein (the “Asset Purchase Transaction”), as will be more fully described in the Proxy Statement (the “Proxy Statement”) to be filed by Buyer with the Securities and Exchange Commission in connection therewith.

D.The Stockholders believe that they, and the other stockholders of the Company, will derive substantial direct and indirect benefit from the Asset Purchase Transaction.

E.The Stockholders desire to enter into this Agreement to induce Buyer to enter into the Asset Purchase Agreement and the Stockholders desire to vote the Subject Shares so as to facilitate the consummation of the Asset Purchase Transaction.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Agreement to Vote Shares.  Until the Expiration Date (as defined below), at every annual or special meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following (each such annual, special, adjourned or postponed meeting and written consent, each, a “Stockholder Vote”), each

Stockholder shall vote (or cause to be voted), to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 2), the Subject Shares (and each class thereof) held by such Stockholder:

(i)in favor of the approval of the Asset Purchase Transaction and in favor of any other actions contemplated by the Proxy Statement and any action required in furtherance thereof;

(ii)against approval of any proposal made in opposition to, or in competition with, consummation of the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement;

(iii)against any of the following actions (other than those actions that relate to the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement): (A) any Acquisition Proposal or any merger agreement, merger, consolidation, business combination, sale of substantial assets, reorganization or recapitalization of the Company with any party, (B) any sale, lease or transfer of any substantial part of the assets of the Company (other than in connection with the Asset Purchase Transaction), (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company, (D) any material change in the capitalization of the Company or corporate structure of the Company; or (E) any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Asset Purchase Transaction or any other transactions contemplated by the Proxy Statement;

(iv)in favor of waiving any notice that may have been or may be required relating to any sale of assets, any reorganization of the Company, change of control or acquisition of the Company by any other Person, or any consolidation or merger of the Company with or into any other Person; and

(v)in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Asset Purchase Transaction.

Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote.  Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1.

2.Irrevocable Proxy.  Concurrently with the execution of this Agreement, each Stockholder agrees to deliver to Buyer an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable Law, covering the total number of Subject Shares as to which such Stockholder holds beneficial ownership at the time of the applicable Stockholder Vote.

3.Representations and Warranties of Each Stockholder.  Each Stockholder severally (and not jointly) represents and warrants to Buyer as follows:

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(a)Due Authorization and Organization.  Such Stockholder, if an entity, is organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable).  The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by such Stockholder, the performance by such Stockholder of its respective obligations hereunder, and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder, and no other act or proceeding on the part of or on behalf of such Stockholder is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by such Stockholder of its obligations hereunder and the consummation of the transactions contemplated hereby.  Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by such Stockholder pursuant to the provisions hereof.

(b)No Conflicts.  There is no requirement applicable to such Stockholder to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by such Stockholder of the transactions contemplated by this Agreement.  Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the constitutive documents of such Stockholder, as applicable, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, lease or other instrument or obligation to which such Stockholder or by which any of the assets of such Stockholder are bound, or (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to such Stockholder or by which any properties or assets of such Stockholder may be bound.

(c)The Subject Shares.  Schedule A attached hereto sets forth, opposite such Stockholder’s name, the number of Subject Shares over which such Stockholder has record or beneficial ownership as of the date hereof.  As of the date hereof, such Stockholder is the record or beneficial owner of the Subject Shares denoted as being owned by such Stockholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares.  Except as set forth on Schedule A, neither such Stockholder nor any controlled affiliate of such Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company.  Such Stockholder has good and valid title to the Subject Shares denoted as being owned by such Stockholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent such Stockholder from performing its obligations under this Agreement.

(d)Reliance By Buyer.  Such Stockholder understands and acknowledges that Buyer is carrying out the Asset Purchase Transaction in reliance upon such Stockholder’s execution and delivery of this Agreement.

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(e)Litigation.  As of the date hereof, there is no action, proceeding or investigation pending or threatened against such Stockholder that questions the validity of this Agreement or any action taken or to be taken by such Stockholder in connection with this Agreement.

4.Representations and Warranties of Buyer.  Buyer hereby represents and warrants to the Stockholders as follows:

(a)Due Authorization and Organization.  Buyer is a company duly organized, validly existing and in good standing under the laws of British Virgin Islands.  The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by Buyer, the performance by Buyer of its obligations hereunder, and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary action by Buyer’s board of directors, and no other act or proceeding on the part of or on behalf of Buyer is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby.  Buyer has the requisite power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by Buyer pursuant to the provisions hereof.

(b)Conflicts.  There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by Buyer of the transactions contemplated by this Agreement.  Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Articles or Bylaws (or similar corporate document) of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, lease or other instrument or obligation to which Buyer or by which any of the assets of Buyer are bound, or (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any properties or assets of Buyer may be bound.

5.Covenants of Each Stockholder.  Until the termination of this Agreement in accordance with Section 7, each Stockholder, in its capacity as such, agrees as follows:

(a)Each Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of (collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any Person, except in each case for Transfers to such Stockholder’s affiliates as agree to be bound hereby, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement.  Such Stockholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing,

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impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.

(b)Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock intended to facilitate any Acquisition Proposal or to cause stockholders of the Company not to vote to approve and adopt the Asset Purchase Transaction, and the related transactions.  Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, directly or indirectly, through any officer, director, agent or otherwise, enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Person, other than Buyer, relating to any Acquisition Proposal.  Each Stockholder hereby represents that, as of the date hereof, it is not engaged in discussions or negotiations with any party other than Buyer with respect to any Acquisition Proposal.

(c)Such Stockholder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the terms of this Agreement.

6.Stockholder Capacity.  No Person executing this Agreement, or any officer, director, partner, employee, agent or representative of such Person, who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer.  Each Stockholder is entering into this Agreement solely in such Stockholder’s capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder’s Subject Shares and nothing herein shall limit or affect any actions taken by a Stockholder in such Stockholder’s capacity as a director or officer of the Company.

7.Termination.  The term of this Agreement and the Proxy delivered in connection herewith shall commence on the date hereof and shall terminate and shall have no further force or effect as of the Expiration Date.  As used herein, the term “Expiration Date” shall mean (i) the earlier of (A) the successful closing of the Asset Purchase Transaction, and (B) the termination of the Asset Purchase Transaction in accordance with the terms thereof, or (ii) at any time upon notice by Buyer to the Stockholders.  Notwithstanding the foregoing, nothing set forth in this Section 7 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any willful or intentional breach of this Agreement by reason of any such termination.

8.Consents and Waivers.  Each Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Asset Purchase Transaction under the terms of any agreement to which such Stockholder is a party or pursuant to any rights such Stockholder may have.

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9.Publication.  Each Stockholder hereby authorizes Buyer and the Company to publish and disclose in the Proxy Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of shares of Common Stock and the nature of its commitments, arrangements and understandings pursuant to this Agreement.

10.Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with English law.  Buyer irrevocably agrees for the exclusive benefit of Stockholders, and Stockholders irrevocably agree for the exclusive benefit of Buyer, that the courts of England shall have (subject as stated in Section 10 below) exclusive jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement, and for such purposes they hereby irrevocably submit to the jurisdiction of such courts.  The parties agree not to assert that such jurisdiction is a “forum non-conveniens” or any similar argument attempting to avoid the jurisdiction of the courts of England.

Nothing contained in this Section 10 shall limit the right of a party to enforce judgments of the courts of England hereunder, in any court in any other jurisdiction, and nothing in this Section shall prevent a party from bringing any suit, action or proceedings hereunder in the courts of any other jurisdiction if the first party was for any reason unable to enforce a judgment rendered by the English courts in any such other jurisdiction, nor shall the taking of any such enforcement proceedings (or other proceedings referred to in this Section 10) in one or more jurisdictions preclude the taking of enforcement proceedings (or other proceedings referred to in this Section 10) in any other jurisdiction, whether concurrently or not (unless precluded by applicable law).

Buyer hereby authorizes and appoints Jordans International of 21 St Thomas Street, Bristol BS1 6JS, the United Kingdom, Tel: +44 (0)117 923 0600, Fax: +44 (0)117 923 0063 (or such other person being a firm of solicitors in England as Buyer may substitute from time to time by notice to Stockholders) to accept service of all legal process arising out of or connected with this Agreement.  Service on such person(s) (or substitute) shall be deemed to be service on Buyer whether or not process is forwarded to or received by it.  Except upon a substitution of such firm, Buyer undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Stockholders accordingly.

Stockholders hereby authorizes and appoints Tony Coles of  Jeffrey, Green, Russell Solicitors, Waverley House, 7-12 Noel Street, London, W1F 8G, DX 44627 Mayfair; phone +44 (0) 20 7339 7000, fax: + 44 (0) 20 7307 0240 (or such other person being a firm of solicitors in England as it may substitute by notice to Buyer) to accept service of all legal process arising out of or connected with this Agreement.  Service on such person(s) (or substitute) shall be deemed to be service on Stockholders whether or not process is forwarded to or received by it.  Except upon such a substitution, Stockholders undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Buyer accordingly.

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11.Specific Performance; Injunctive Relief.  The parties acknowledge that Buyer will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholders set forth herein.  Therefore, it is agreed that, in addition to any other remedies that may be available to Buyer upon any such violation, Buyer shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Buyer at law or in equity.

12.Amendment, Waivers, Etc.  This Agreement may be amended by Buyer and the Stockholders at any time.  This Agreement may not be amended except by an instrument in writing signed by Buyer and the Stockholders.  At any time, Buyer and the Stockholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Buyer or the Stockholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of Buyer or the Stockholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

13.Binding Effect and Assignment.  Neither party shall assign or transfer its rights or obligations under this Agreement, whether directly or indirectly or by operation of Law, or purport to do so, without the other parties’ prior written consent; provided, however, that, subject to Section 3.5, Section 7.15 of the Asset Purchase Agreement, as applicable, such consent shall not be required for (i) an assignment of this Agreement to an Affiliate of the assignor, or (ii) assignment of this Agreement in the context of a merger of a party with another company, or the sale of all or substantially all of the shares or assets of a party to another company.  Subject to the aforesaid limitation, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

14.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service.  All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to Buyer, to:

BUYER:

Gamynia Limited

20 Costi Palama Street, Aspelia Court, 2nd Floor

Nicosia, CY-1096 - Cyprus

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Tel.: +357 22 664555

Fax: +357 22 677485

With a copy to:

Mrs. Cleo Koushos-Cros, Adv.

KOUSHOS & KORFIOTIS, Advocates

P.O. Box. 21020, Nicosia 1500,

Cyprus

Telephone:

Facsimile:

If to any Stockholder, at the address set forth under such Stockholder’s name on the signature page hereof or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith.

15.Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

16.Entire Agreement.  This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

17.Mutual Drafting.  Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties.

18.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

19.No Ownership Interest.  Nothing contained in this Agreement shall be deemed, upon execution, to vest in Buyer any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares, except as otherwise provided herein.  All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to each Stockholder.

[Remainder of page intentionally left blank]

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

BUYER:

Gamynia Limited,

a company incorporated under the laws of the Cyprus

By:

Name:

Title:

SIGNATURE PAGE
VOTING AGREEMENT

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

STOCKHOLDER:
(Name of entity, if an entity)
By:
(Signature)
Name:
Title:
(Street Address)
(City and State)	(Zip Code)
Telephone Number
Facsimile

SIGNATURE PAGE
VOTING AGREEMENT

SCHEDULE A

SUBJECT SHARES

Subject Share that are beneficially owned:

shares of Company Common Stock

shares of Company Common Stock issuable upon exercise of outstanding options or warrants or other rights to purchase Company Common Stock

With respect to the shares set forth above and assuming the acceleration and exercise of all such Subject Shares, please indicate the number of shares as to which you possess the sole power to vote (or to direct the vote), sole power to dispose (or to direct the disposition) or shared power to so vote or dispose:

(i)Sole power to vote:

(ii)Shared power to vote:

(iii)Sole power to dispose:

(iv)Shared power to dispose:

EXHIBIT A

IRREVOCABLE PROXY

The undersigned stockholder (“Stockholder”) of WPT Enterprises Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints Ms. Cleo Cros, of Koushos & Korfiotis, Advocates, on behalf of Gamynia Limited, a company incorporated under the laws of Cyprus (“Buyer”), and each of them, as the sole and exclusive attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that are beneficially owned by the undersigned at the time of each Stockholder Vote (defined below) (the “Shares”) in accordance with the terms of this Proxy until the Expiration Date (as defined in the Voting Agreement (as defined below)).  The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Proxy are listed on the final page of this Proxy.  Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the shares held by such Stockholder until after the Expiration Date.

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Voting Agreement, dated as of July 28, 2009, by and among Buyer and Stockholder (the “Voting Agreement”).

The attorneys-in-fact and proxies named above are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date (as defined in the Voting Agreement), at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting (each such annual, special, adjourned or postponed meeting and/or written consent, each, a “Stockholder Vote”), to act as the undersigned’s attorney-in-fact and proxy to vote the Shares that are beneficially owned by the undersigned at the time of a Stockholder Vote, and to exercise all voting, consent and similar rights of the undersigned with respect to such Shares (including, without limitation, the power to execute and deliver written consents) as follows:

(i)in favor of the approval of the Asset Purchase Transaction and in favor of any other actions contemplated by the Proxy Statement and any action required in furtherance thereof;

(ii)against approval of any proposal made in opposition to, or in competition with, consummation of the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement;

(iii)against any of the following actions (other than those actions that relate to the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement): (A) any Acquisition Proposal or any merger agreement, merger,

consolidation, business combination, sale of substantial assets, reorganization or recapitalization of the Company with any party, (B) any sale, lease or transfer of any substantial part of the assets of the Company (other than in connection with the Asset Purchase Transaction), (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company, (D) any material change in the capitalization of the Company or corporate structure of the Company; or (E) any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Asset Purchase Transaction or any other transactions contemplated by the Proxy Statement;

(iv)in favor of waiving any notice that may have been or may be required relating to any sale of assets, any reorganization of the Company, change of control or acquisition of the Company by any other Person, or any consolidation or merger of the Company with or into any other Person; and

(v)in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Asset Purchase Transaction.

The attorneys-in-fact and proxies named above may not exercise this Proxy on any other matter except as provided in clauses (i), (ii), (iii), (iv) or (v) above.  Stockholder may vote the Shares on all other matters.

Any obligation of the undersigned hereunder shall be binding upon the successors by operation of law of the undersigned.

This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date (as defined in the Voting Agreement).

Dated:                                       , 2009

Signature:

Print Name:

Address:

Shares

Beneficially Owned:

EX-10.1

Exhibit 10.1

DISTRIBUTION AGREEMENT

This Distribution Agreement (“Agreement”) is entered into as of                       , 2009 (the “Effective Date”), by and between Gamynia Limited, a company incorporated under the laws of Cyprus (no. HH 239589) (“Buyer”), and WPT Enterprises Inc., a Delaware corporation (“Seller”).

RECITALS

WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement dated as of July 28, 2009 (the “Asset Purchase Agreement”);

WHEREAS, pursuant to the Asset Purchase Agreement, Buyer agrees to purchase substantially all of the assets of Seller, other than the Excluded Assets;

WHEREAS, the Excluded Assets include (1) a Television Sponsorship Agreement dated November 31, 2006 by and between iGlobalMedia Marketing (Gibraltar) Limited dba PartyGaming Marketing (Gibraltar) and WPT Enterprises, Inc. (the “PartyGaming Agreement”) and (2) certain License Agreements dated February 5, 2009, March 11, 2009 and March 23, 2009 by and between Rational Services Limited and WPT Enterprises, Inc. (the “PokerStars Agreements”) — (together the “Sponsorship Agreements”);

WHEREAS, the Sponsorship Agreements involve sponsorship payments to Seller in exchange for Seller distributing World Poker Tour and Professional Poker Tour television shows into international broadcast markets within certain logo integration, category exclusivity and broadcast medium requirements (the “Distribution Requirements”);

WHEREAS, the parties agree that Seller shall receive all the benefits and burdens under any and all licensing agreements that have been executed or substantially negotiated under the Sponsorship Agreements prior to the Closing Date of the Asset Purchase Agreement, as listed in Annex A hereto  (the “Existing Licenses”),

WHEREAS, the parties agree that for brand integrity and to avoid market confusion, Buyer shall serve as the exclusive agent of Seller in all future negotiations for licensing agreements that are substantially negotiated and entered into under the Sponsorship Agreements after the Closing Date of the Asset Purchase Agreement (the Future Licenses”);

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Asset Purchase Agreement; and

WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Asset Purchase Agreement that the parties execute and deliver this Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.APPOINTMENT OF BUYER AS AGENT:  In consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Closing Date of the Asset Purchase

Agreement, Seller hereby appoints Buyer as the exclusive agent of Seller for the purpose of negotiating and entering into any and all Future Licenses.

(a)Existing Licenses:

(i)Revenues:  Seller shall collect and retain all revenues from Existing Licenses for its sole benefit (i.e. Buyer will not be an agent for Seller regarding Existing Licenses);

(ii)Costs and Liabilities:  Seller shall be responsible for all costs, burdens and liabilities associated with its activities fulfilling and collecting Existing Licenses;

(iii)Seller Access to Materials:  At no additional cost or expense to Seller, and without undue burden on Buyer, Buyer shall provide Seller with reasonable access to any and all program-related materials necessary in order for Buyer to perform its obligations under the terms of the Existing Licenses, including, but not limited to, show masters, tapes, etc., all at Buyer’s premises and during normal business hours.

(b)Future Licenses:

(i)Revenues:  Buyer shall collect all revenues from Future Licenses and divide it as follows:

aa)Fifty Percent (50%) of all Adjusted Gross Revenues collected shall be paid to Seller within fifteen (15) days of the end of each month, where “Adjusted Gross Revenue” is defined as all gross receipts less (1) all withholding and remittance taxes actually paid or withheld in connection with such amounts and not refunded or credited to or for the benefit of Buyer or Seller (the “Taxes”); and (2) any and all actual and reasonable out-of-pocket fees paid by Buyer to an international broadcasting company in order to induce such international broadcasting company to enter into a Future License (the “Broadcaster Fees”);

bb)      The remaining fifty percent (50%) of all Adjusted Gross Revenues shall be retained by Buyer.

(ii)Costs and Liabilities:  Buyer shall be responsible for all costs, burdens and liabilities associated with its activities distributing, fulfilling and collecting Future Licenses.  For clarity, Taxes and Broadcaster Fees will be netted against gross receipts for purposes of calculating Adjusted Gross Receipts as set forth in clause (i) above.

(iii)Affirmative obligation to distribute:  Buyer shall have the affirmative obligation to use reasonable efforts to negotiate and enter into Future Licenses in such a way to generate revenues under the Sponsorship

2

Agreements.  In addition to the foregoing, Buyer shall in good faith offer the content covered by the Sponsorship Agreements and attempt to consummate Future Licenses with broadcasters that offer potential content distribution deals that satisfy the Distribution Requirements.

(iv)Accounting statements:  Buyer shall provide Seller, on a monthly basis (on the date that payment is due to Seller), detailed accounting statements with respect to any and all Future Licenses, in a form mutually agreed upon by Buyer and Seller.  At the same time copies of all new executed Future Licenses shall be forwarded to Seller.

2.GENERAL PROVISIONS:

(a)Governing Law/Jurisdiction.

This Agreement shall be governed by and construed in accordance with English law. Each party agrees for the exclusive benefit of the other parties that the courts of England shall have (subject as stated herein below) exclusive jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement, and for such purposes they hereby irrevocably submit to the jurisdiction of such courts. The parties agree not to assert that such jurisdiction is a “forum non-conveniens” or any similar argument attempting to avoid the jurisdiction of the courts of England.

Nothing contained in this Section 2(a) shall limit the right of a party to enforce judgments of the courts of England hereunder, in any court in any other jurisdiction, and nothing in this Section shall prevent a party from bringing any suit, action or proceedings hereunder in the courts of any other jurisdiction if the first party was for any reason unable to enforce a judgment rendered by the English courts in any such other jurisdiction, nor shall the taking of any such enforcement proceedings (or other proceedings referred to in this Section 2(a)) in one or more jurisdictions preclude the taking of enforcement proceedings (or other proceedings referred to in this Section 2(a)) in any other jurisdiction, whether concurrently or not (unless precluded by applicable Law).

Buyer hereby authorizes and appoints Jordans International of 21 St Thomas Street, Bristol BS1 6JS, the United Kingdom, Tel: +44 (0)117 923 0600, Fax: +44 (0)117 923 0063 (or such other person being a firm of solicitors in England as Buyer may substitute from time to time by notice to Seller) to accept service of all legal process arising out of or connected with this Agreement. Service on such person(s) (or substitute) shall be deemed to be service on Buyer whether or not process is forwarded to or received by it.  Except upon a substitution of such firm, Buyer undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Seller accordingly.

Seller hereby authorizes and appoints Tony Coles of  Jeffrey, Green, Russell Solicitors, Waverley House, 7-12 Noel Street, London, W1F 8G, DX 44627 Mayfair; phone +44 (0) 20 7339 7000, fax: + 44 (0) 20 7307 0240 (or such other person being a firm of solicitors in England as it may substitute by notice to Buyer) to accept service of all legal process arising out of or connected with this Agreement.  Service on such person(s) (or substitute) shall be deemed

3

to be service on Seller whether or not process is forwarded to or received by it.  Except upon such a substitution, Seller undertakes not to revoke any such authority or appointment, at all times to maintain an agent for service of process in England and, if any such agent ceases for any reason to be an agent for this purpose, forthwith to appoint another agent and advise Buyer accordingly.

(b)Miscellaneous.  The waiver by a party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement.  If the application of any provision of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and (ii) such provision will be reformed without further action by the parties hereto and only to the extent necessary to make such provision valid and enforceable when applied to such particular facts and circumstances.  This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, the parties will at all times be and remain independent contractors and no party nor its agents have any authority of any kind to bind any other party in any respect whatsoever.  The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.  This Agreement may be executed in counterparts, by facsimile or otherwise, each of which shall be deemed an original for all purposes, including the judicial proof of any of the terms hereof; provided, however that all such counterparts shall constitute one and the same Agreement.  This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions and agreements, whether oral or written, and all communications between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom.  No amendment or modification of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party.

[Intentionally Blank]

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by a duly authorized representative as of the Effective Date.

SELLER:

WPT ENTERPRISES, INC.

By:

Name:

Title:

BUYER:

GAMYNIA LIMITED

By:

Name:

Title:

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EX-10.2

Exhibit 10.2

AMENDMENT TO CHANGE IN CONTROL ARRANGEMENTS WITH CERTAIN NAMED EXECUTIVE OFFICERS

The Company’s Board of Directors authorized an increase in the change in control payments to two executive officers if a sale of the Company’s assets to two specific potential buyers closed in 2009. Previously, these two officers were to receive six months severance if their employment was terminated without cause. Under the new change in control arrangements, Mr. Rohin Malhotra and Mr. Adam Pliska will each receive 18 months of severance if a sale of the Company’s assets to two specific potential buyers closes in 2009. Gamynia Limited is one of the two specific potential buyers.

EX-99.1

Exhibit 99.1

WPT Enterprises, Inc. to Sell Assets as Part of Online Gaming Extension

Los Angeles, CA, August 3, 2009 — WPT Enterprises, Inc. (Nasdaq: WPTE — the “Company”) today announced that Gamynia Limited (“Gamynia”), a company which forms part of a privately held investment group with substantial holdings in a range of diversified assets, has agreed to acquire substantially all of the Company’s operating assets other than cash, investments and certain excluded assets. Gamynia will pay the Company $9,075,000 plus a percentage of future revenues earned by Gamynia from the World Poker Tour® and Professional Poker Tour® brands.

Under ownership of Gamynia, the World Poker Tour and Professional Poker Tour brands will continue all operations including the Company’s television, sponsorship, distribution and licensing units and will under the agreement enter the online gaming market. Gamynia has secured the services of an industry leading online gaming marketing company Hardway Investments Ltd. which will seek to exploit and develop the WPT brands with the goal of maximizing future revenue opportunities.

Under the asset purchase agreement, the Company will sell its television library, including all related intellectual property rights, brand names, trade names, certain assumed contracts and tangible personal property. Gamynia will assume specified liabilities including one of the two corporate leases. The Company will retain its cash and cash equivalents, investments in debt securities and put rights, certain other investment and litigation assets, and future foreign sponsorship revenues from the sponsorship of Seasons Four, Five and Six of the World Poker Tour and Season One of the Professional Poker Tour by PartyGaming and the license of Season Seven of the World Poker Tour to PokerStars. The Company will also retain certain office lease obligations and all of its employee obligations.

The net cash proceeds from the asset sale will be retained by the Company and the Company plans to use the cash to develop or acquire a non-poker related business. The Company does not currently intend to distribute any proceeds from the asset sale to the Company’s stockholders.

Closing Conditions and Stockholder Approval

The asset purchase transaction is subject to specified closing conditions. The obligation of Gamynia to complete the transaction is subject to the absence of changes or circumstances that are materially adverse to the Company’s financial condition, assets, business or results of operations and other customary closing conditions. The Company’s obligation to complete the asset sale is subject to the approval by the Company’s stockholders of the asset sale transaction and other customary closing conditions. The Company and Gamynia currently expect to complete the transaction in the fourth quarter of 2009.

The transaction must be approved by a majority of the holders of the Company’s outstanding common stock. To that end, and as described further below, the Company expects to hold a special meeting of stockholders and in connection therewith to mail a proxy statement to its stockholders that will provide additional information concerning the asset sale transaction and the asset purchase agreement. Certain significant Company stockholders, representing approximately 39% of the Company’s common stock, have

entered into voting agreements committing to vote in favor of the asset sale transaction to Gamynia.

“We believe this transaction will enable the World Poker Tour to realize its full potential across both its existing businesses and the lucrative online gaming market. Gamynia and its partners possess highly complimentary resources which will help it invest in and effectively integrate with the World Poker Tour efficiently and profitably,” said Steve Lipscomb, President and CEO of WPT Enterprises.

“The World Poker Tour was the catalyst for the 2003 poker boom in the United States that quickly gave rise to a global poker phenomenon. The massive international business markets that have evolved from that phenomenon have been dominated and driven by the lucrative online gaming business. The World Poker Tour as a stand-alone entity has struggled to find the appropriate place for its stockholders in this fast evolving market. The World Poker Tour brand continues to grow around the world and has managed to make casinos and online gaming concerns cooperate in unique and mutually beneficial ways. In Gamynia, we have found a partner that already understands and fosters a spirit of cooperation in the online marketplace. We believe that Gamynia and Hardway Investments Ltd. are uniquely positioned to join with our current partners and guide the World Poker Tour brands to fulfill their potential in the global poker marketplace. Our Board of Directors believes that WPTE shareholders will derive more benefit from the WPT and PPT brands in cooperation with these significant online gaming entities. Of particular importance for our partners is the fact that Hardway Investments has an established track record of creating revenues and value in the online gaming marketplace. We should benefit for many years from our participation in those revenues streams. After the transaction, WPTE will move forward under a new name and will employ our cash in a new venture by developing a new business or combining, through one or more strategic transactions, with companies that have significant unrealized value or growth potential” said Steve Lipscomb, President and CEO of WPT Enterprises.

Important Additional Information about the Asset Sale will be filed with the SEC

The Company plans to file with the U.S. Securities and Exchange Commission (“SEC”) and mail a proxy statement to its stockholders in connection with the asset sale transaction and the asset purchase agreement. The proxy statement will contain important information about the Company, Gamynia and the guarantor of Gamynia’s obligations, Borucoral Limited, and related matters. Investors and security holders are urged to read the proxy statement carefully when it is available.

The Company’s investors and security holders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov. In addition, the Company’s investors and security holders will be able to obtain free copies of the proxy statement by contacting WPT Enterprises, Inc., Attn.: Investor Relations, 5700 Wilshire Blvd., Suite 350, Los Angeles, California, 90036 or by calling 323-330-9900.

The Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies with respect to the asset sale transaction and the asset purchase agreement. Information regarding the Company’s directors and executive

officers is contained in the Company’s Annual Report on Form 10-K for the year ended December 28, 2008 and its Proxy Statement dated March 31, 2009, which were filed with the SEC.

About WPT Enterprises, Inc.

WPT Enterprises, Inc. is one of the most recognized names in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. WPTE has led innovation in the sport of poker since 2002, when it ignited the global poker boom with the creation of the World Poker Tour television show. Based on a series of high stakes poker tournaments, the World Poker Tour is now broadcast globally and is currently filming its all-new eighth season for broadcast on Fox Sports Net’s national sports network in the United States. WPTE also offers a unique online subscription and sweepstakes-based poker club, ClubWPT.com, which operates in 38 states across the U.S. WPTE also participates in strategic brand license, partnership and sponsorship opportunities. For more information, see www.worldpokertour.com. (WPTEG)

Safe Harbor for Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by executive officers or directors of the Company) contains statements that are forward-looking, such as expectations about the asset purchase agreement, the retention of the net cash proceeds by the Company, the timetable for completing the transaction, the ability to enter into one or more strategic transactions to combine with another company, future revenues earned by Gamynia with the brands and the Company’s participation in the future revenues, and the proxy statement to ask Company stockholders to approve the asset purchase agreement. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, the risk that the Company’s stockholders do not approve the asset purchase agreement, the risk that the asset sale is not closed, the risk that the Company does not acquire or develop another business using the cash proceeds from the asset sale, and the risk that Gamynia does not earn significant future revenues with the brands and that the Company does not participate in the future revenues. For more information, review the Company’s filings with the SEC.

Contact:	Thomas Flahie, Interim Chief Financial Officer
	323-330-9900
	tflahie@worldpokertour.com