8-K

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 (Date of earliest event reported):  December 30, 2011

ASCEND ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51840	20-3881465
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

970 West Broadway, PMB 402, Jackson, Wyoming	83002
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (307) 633-2831

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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.

General; Structure of Merger

On December 30, 2011, Ascend Acquisition Corp., a Delaware corporation (“Ascend”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) by and among Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ascend (“Merger Sub”), Andover Games, LLC, a Delaware limited liability company (“Andover Games”), and the members of Andover Games (“Signing Members”). Upon the consummation of the transactions contemplated by the Merger Agreement, Merger Sub will be merged with and into Andover Games, with Andover Games surviving the merger and becoming a wholly-owned subsidiary of Ascend.

Andover Games is a company formed to create and distribute game applications on current smartphone and other mobile platforms, namely iOS and Android, as well as future competing smartphone platforms.

The merger is expected to be consummated in February 2012 after the fulfillment of certain closing conditions as described herein and in the Merger Agreement.

The following summaries of the merger and related transactions, the Merger Agreement and the other agreements to be entered into by the parties are qualified in their entirety by reference to the text of the agreements, certain of which are attached as exhibits hereto and are incorporated herein by reference.

Merger Consideration

Upon consummation of the merger, the holders of membership interests of Andover Games will receive a number of shares of Ascend common stock equal to an aggregate of 75% of the fully diluted capitalization of Ascend immediately after the closing of the merger and the Financing (defined below), subject to adjustment as provided for in the Merger Agreement.

Pursuant to the Merger Agreement, Ascend is obligated to use its commercial best efforts to raise at least $4 million of equity capital through the sale of Ascend’s capital stock (the “Financing”), of which $2 million is to be raised prior to the closing of the merger and up to an additional $2 million is to be raised within 30 days thereafter.  Ascend raising the first $2 million is a condition to closing the merger.

Lock-Up Agreements

Pursuant to the terms of lock-up agreements entered into upon signing of the Merger Agreement, all of the officers, managers and holders of membership interests of Andover, together with Jonathan J. Ledecky, Ascend’s Chief Executive Officer, and Ironbound Partners Fund, LLC (“Ironbound”), an affiliate of Mr. Ledecky and the holder of approximately 85.5% of Ascend’s outstanding common stock, have agreed not to sell their shares of Ascend common stock to be received in the merger until the 12-month anniversary of the consummation of the merger.

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Indemnification

Each of Ascend and the holders of membership interests of Andover Games have agreed to indemnify the other for any breaches of their respective representations, warranties, agreements and covenants.

To provide a fund for payment to Ascend with respect to its post-closing rights to indemnification under the Merger Agreement, there will be placed in escrow (with an independent escrow agent) certain of the merger consideration to be received by the holders of Andover Games membership interests; specifically, such number of shares of Ascend common stock equal to 5% of Ascend’s total outstanding capital stock immediately after the closing of the Merger will be escrowed (“Indemnity Escrow Fund”). The Indemnity Escrow Fund will be the sole remedy for Ascend’s rights to indemnification under the Merger Agreement. Claims for indemnification may be asserted against the Indemnity Escrow Fund by Ascend once its damages exceed a $500,000 deductible and will be reimbursable to the full extent of the damages in excess of such amount up to a maximum of the Indemnity Escrow Fund.  Claims for indemnification may be asserted until the 5th business day after Ascend has filed with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2011.

Tax and Accounting Considerations

The merger is intended by the parties to constitute a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

The merger will be accounted for as a “reverse merger” and recapitalization since immediately following the completion of the transaction, the holders of membership interests of Andover Games immediately prior to the merger will have effective control of Ascend through their approximately 75% aggregate stockholder interest in the combined entity. In addition, all of Andover Games’ senior executive positions will continue on as management of the combined entity after consummation of the merger. For accounting purposes, Andover Games will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Andover Games. Accordingly, Andover Games’ assets, liabilities and results of operations will become the historical financial statements of Ascend, and Ascend’s assets, liabilities and results of operations will be consolidated with Andover Games effective as of the merger date.

Right of First Look Letter

Each holder of Andover Games’ membership interests has entered into a right of first look letter agreement with Ascend pursuant to which each such individual has agreed to disclose and present to Ascend new potential business opportunities which relate to Andover Games’ business prior to pursuing such opportunities themselves, alone or with any other person, subject to certain limited exceptions.  Even if Ascend does not desire to pursue such opportunity, it can prevent the individual from pursuing it by notice to such individual.  The right of first look letter agreement is effective upon the closing of the merger.

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Noncompetition

Pursuant to the Merger Agreement, each holder of Andover Games’ membership interests has agreed not to compete with Ascend for a period of two years from the closing of the merger and to not solicit any employees or clients of Ascend during such period.

Representations and Warranties

The Merger Agreement contains representations and warranties of each of Ascend, Merger Sub, Andover Games and the Signing Members relating to, among other things:

· proper organization and similar corporate or limited liability company matters;

· capital structure of each constituent company;

· the authorization, performance and enforceability of the Merger Agreement;

· taxes;

· financial statements, off balance sheet arrangements and absence of undisclosed liabilities;

· holding of leases and ownership of other properties, including intellectual property;

· contracts;

· title to, and condition of, properties and assets and environmental and other conditions thereof;

· absence of certain changes;

· employee matters;

· compliance with laws;

· litigation; and

· regulatory matters.

Covenants

Ascend and Andover Games have each agreed to take such actions as are necessary, proper or advisable to consummate the merger. They have also agreed to continue to operate their respective businesses in the ordinary course prior to the closing and not to take certain specified actions without the prior written consent of the other party.

The Merger Agreement also contains additional covenants of the parties, including covenants providing for:

· the parties to use commercially reasonable best efforts to obtain all necessary approvals from governmental agencies and other third parties that are required for the consummation of the transactions contemplated by the Merger Agreement;

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· the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information;

· Andover Games to obtain the approval of its members of the transactions contemplated by the Merger Agreement (which has already been obtained);

· Andover Games to provide periodic financial information to Ascend through the closing;

· Andover Games to, on a commercially reasonable efforts basis, deliver its audited financial statements for the fiscal year ended December 31, 2011;

· Ascend to prepare and file a Schedule 14f-1 with the SEC relating to the change of control of Ascend and its Board of Directors to occur as a result of the merger and to mail the same to the stockholders of Ascend;

· Ascend to provide certain bridge financing to Andover Games as described below; and

· Ascend to use its commercial best efforts to complete the Financing.

Conditions to Closing

General Conditions

Consummation of the transactions contemplated by the Merger Agreement is conditioned upon, among other things:

· no order, stay, judgment or decree being issued by any governmental authority preventing, restraining or prohibiting in whole or in part, the consummation of such transactions;

· the execution by and delivery to each party of each of the various transaction documents;

· the delivery by each party to the other party of a certificate to the effect that the representations and warranties of each party are true and correct in all material respects as of the closing and all covenants contained in the merger agreement have been materially complied with by each party;

· the receipt of all necessary consents and approvals by third parties and the completion of necessary proceedings in compliance with the rules and regulations of each jurisdiction having jurisdiction over the subject matters; and

· the escrow agreement shall have been executed and delivered by the parties thereto.

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Ascend’s and Merger Sub’s Conditions to Closing

The obligations of Ascend and Merger Sub to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

· there shall have been no material adverse change in the business or financial condition of Andover Games since the date of the Merger Agreement;

· repayment of all outstanding indebtedness owed by Andover Games’ insiders to Andover Games;

· receipt of Andover Games’ audited financial statements and such financial statements not being materially different from the drafts of such audited financial statements previously received by Ascend;

· receipt by Ascend of a legal opinion from Andover Games’ counsel; and

· Jonathan Ledecky’s execution of a consulting agreement with Ascend, effective as of the closing of the Merger Agreement, providing for him to continue as Ascend’s Chairman, among other things.

Andover Games’ and Signing Members’ Conditions to Closing

The obligations of Andover Games and the Signing Members to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

· there being no material adverse change in the business or financial condition of Ascend since the date of the Merger Agreement;

· specified officers and directors of Ascend shall have resigned from their current positions with Ascend;

· receipt by Andover Games of a legal opinion from Ascend’s counsel;

· Ascend being in compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended;

· Ascend’s Board of Directors having adopted a stock plan as described in the Merger Agreement;

· a minimum of $2.0 million of the Financing shall have been completed; and

· Craig dos Santos and Richie Hecker each shall have executed an employment and consulting agreement, respectively, with Ascend, effective as of the closing of the Merger Agreement.

Waivers

If permitted under applicable law, either Ascend or Andover Games may waive any inaccuracies in the representations and warranties of the other made to such party contained in the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement.

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Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

· by mutual written agreement of Ascend and Andover Games;

· by either Ascend or Andover Games if the merger is not consummated by February 28, 2012, provided that such termination is not available to a party whose action or failure to act has been a principal cause of or resulted in the failure of the merger to be consummated before such date and such action or failure to act is a breach of the merger agreement; provided further, however, that so long as Andover Games has not committed a breach, then Ascend shall promptly and in any event within five (5) business days pay Andover Games in cash immediately available funds an amount equal to all of its expenses, costs and other amounts, including without limitation, attorneys’ and accountants’ fees and cost, in an amount not to exceed $100,000, provided that such reimbursement obligation may be satisfied by a set off by Andover Games against any amounts owed to Ascend under the notes evidencing the Bridge Loans (defined below);

· by either Ascend or Andover Games if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable; and

· by either Ascend or Andover Games if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in breach.

Management of Ascend Following Merger

Upon consummation of the merger, Craig dos Santos, Andover Games’ Chief Executive Officer, Jeremy Zimmer and three persons designated by Craig dos Santos will be appointed to Ascend’s Board to join Jonathan Ledecky as board members.

Upon consummation of the merger, Jonathan Ledecky will resign from his position of Chief Executive Officer of Ascend and become the non-executive Chairman of the Board and Interim Chief Financial Officer of Ascend.  Mr. Ledecky will enter into a consulting agreement with Ascend upon consummation of the merger providing for him to receive an annual consulting fee of $150,000.  Additionally, Craig dos Santos will become the Chief Executive Officer of Ascend and will enter into an employment agreement with Ascend upon consummation of the merger providing for him to be paid an annual salary of $225,000.  The agreement will be for a period of two years.

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Bridge Loans

Pursuant to the Merger Agreement, Ascend provided a $50,000 bridge loan to Andover Games on the signing of the Merger Agreement and has agreed to provide an additional $200,000 bridge loan to Andover Games within three business days of the signing of the Merger Agreement (collectively, the “Bridge Loans”).  The Bridge Loans are, and will be, evidenced by promissory notes bearing interest at the prime annual rate plus 5%.  The promissory notes are due on the earlier of the closing of the merger or six months from the date of the note.  The notes are convertible, at Ascend’s sole discretion, into securities of Andover Games if the merger is not consummated under certain situations as provided for in such notes.

To provide the necessary funding for Ascend to make the above-referenced Bridge Loans, Ascend received a loan from Ironbound in an aggregate principal amount of $250,000 and in return issued to Ironbound a convertible promissory note to evidence the loan.  The note is due and payable in full upon closing of the Merger or, if not consummated, on demand and bears interest at the rate of 5% per annum.  If the transactions contemplated by the Merger Agreement are not consummated, at any time prior to the payment in full of the entire balance of the note, Ironbound has the option of converting all or any portion of the unpaid balance of the note into shares of Ascend’s common stock at a conversion price equal to $0.05 per share, subject to adjustment upon certain events.  The conversion price was based on the market price of Ascend’s common stock on the closing at December 30, 2011.

Business of Andover Games

Andover Games is a company formed to create and distribute game applications on current smartphone and other mobile platforms, namely iOS and Android, as well as future competing smartphone platforms.

Andover Games was formed in January 2011.  Approximately $400,000 has been invested to date.  This has been used primarily to invest in games and game companies.  Andover Games’ net worth is approximately $400,000 as of December 31, 2011.  It has not generated any revenues to date.

The following are the biographies of the founders of Andover Games:

Craig dos Santos

In August 2009, Craig dos Santos started the mobile division of Playdom and served in numerous positions, most recently as executive producer, until October 2010.  Playdom focused on social games on Facebook and MySpace. While at Playdom, Craig grew the mobile team and launched games on iOS, Android and WebOS. As an early entrant into the mobile social games space, Craig helped Playdom launch Mobsters, Sorority Life and Social City, all of which were in the top 25 charts in the Apple App Store. Playdom also launched many other successful social games on Facebook before being sold to Disney for up to approximately $760 million in August 2010.

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Prior to Playdom, Craig was at iLike from July 2008 until February 2009.  iLike was a launch partner during the first launch of the Facebook Platform.  At iLike, Craig was in charge of advertising monetization on applications and helped strike deals with Rhapsody, Ticketmaster, Comscore and Nielsen. iLike was sold to MySpace in 2009.

From 2002 to 2006, Craig worked at Microsoft, where he was on the Microsoft Passport and Microsoft Windows Core Security teams. He was responsible for some of the security features in Windows XP as well as Windows Vista.

Craig is 30 years old. Craig graduated from Rice University in 2003 with a Bachelors of Science in Electrical and Computer Engineering.

Ben Lewis

Ben Lewis co-founded Tapjoy, a leader in mobile application distribution and monetization, in August 2008, with Lee Linden.  Tapjoy started out with a single iPhone game, TapDefense, which was downloaded more than 20 million times and helped launch the Tapjoy ads platform. The Tapjoy ads platform was a new way to monetize free mobile applications.   After reaching revenue of $1 million per month in March 2010, Tapjoy merged with Offerpal Media, which had a similar business model for Facebook traffic.

By March 2011, Tapjoy had 70 employees and was generating over $100 million in annualized revenue and an estimated 60 percent of paid app distribution.  Ben and Lee then left to pursue a new mobile opportunity called Karma Science, a San Francisco based mobile e-commerce company that makes products and services instantly giftable to millions of consumers from their smartphones.

Ben is 31 years old. Ben graduated from the University of Michigan with a Computer engineering degree in 2001.   He started his professional career at Microsoft from July 2002 to August 2003 as one of the founding engineers of the Xbox Live team.  He then returned to the University of Michigan to get his MBA.  After graduating from Michigan again, Ben went to pursue a career at Google as a Product Manager.  While at Google from July 2005 to January 2009, Ben managed many successful products including growing the Toolbar from 60 million to 200 million-plus users, managing the launch and growth of Google Checkout, adding sports scores to Search and other products, as well as winning two EMG awards for his work on client team products.

While at the University of Michigan, he also co-founded an internet company called Bidcentives with Lee Linden.

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Lee Linden

Lee Linden co-founded (with Ben Lewis) Karma Science in March 2011 and Tapjoy in August 2008.  At Tapjoy, Lee led fundraising and drove business development until its merger with Offerpal Media in March 2010. He then helped grow the combined business to over $100 million in annual revenue, over 9,000 network applications, and the development of first party applications with over 45 million downloads. Prior to Tapjoy, Lee worked as an associate at Kleiner Perkins Caufield & Byers from February 2008 to the end of 2008 and was a key member of the iFund team, which has made investments in several leading mobile companies.  From June 2003 to May 2007, Lee worked in product development at Microsoft, leading engineering teams for both enterprise and consumer offerings including co-founding the Windows Home Server division. He is also the co-founder of ContestMachine (via YCombinator), a self-service online promotional marketing service with thousands of small business customers.  Lee also co-founded an internet company called Bidcentives with Ben Lewis.

Lee is 29 years old.  Lee received a degree in computer engineering at the University of Michigan in 2003 and obtained an MBA from Stanford’s Graduate School of Business 2009.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference to the extent required.

Item 3.02  Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 is incorporated herein by reference.

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Item 7.01  Regulation FD Disclosure.

Ascend and Andover Games are filing the attached press release and investor presentation powerpoint slideshow attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits:

Exhibit Description

2.1 Merger Agreement and Plan of Reorganization, dated as of December 30, 2011, by and among Ascend Acquisition Corp., Ascend Merger Sub, LLC, Andover Games, LLC and the members of Andover Games, LLC.*

10.1  Form of lock-up agreement.

10.2  Form of right of first look agreement.

10.3  Form of bridge note.

10.4 Form of escrow agreement.

10.5 Form of employment agreement for Craig dos Santos

10.6 Convertible promissory note in the original principal amount of $250,000 executed by the Company in favor of Ironbound Partners Fund, LLC.

99.1 Press release, dated January 4, 2012, announcing execution of the Merger Agreement and Plan of Reorganization.

99.2  Investor Presentation Powerpoint Slideshow.

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Ascend agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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SIGNATURE

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.

Date: January 4, 2012

ASCEND ACQUISITION CORP.
By:	/s/ Jonathan J. Ledecky
	Name: Jonathan J. Ledecky
	Title:   Chief Executive Officer

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EX-2.1

MERGER AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

ASCEND ACQUISITION CORP.,

ASCEND MERGER SUB, LLC,

ANDOVER GAMES, LLC

AND

THE MEMBERS OF ANDOVER GAMES, LLC

DATED AS OF DECEMBER 30, 2011

MERGER AGREEMENT AND PLAN OF REORGANIZATION

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 30, 2011, by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub”), Andover Games, LLC, a Delaware limited liability company (“Andover Games”), and the persons executing the “Members Signature Page” hereto (the “Signing Members”).  The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Andover Games Schedule and the Ascend Schedule, as defined in the preambles to Articles II and III hereof, respectively).

RECITALS

A.           Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (“DLLCA”) and other applicable provisions of Delaware law (collectively, the “Applicable Law”), Ascend, Merger Sub and Andover Games intend to enter into a business combination transaction by means of a merger in which Merger Sub will merge into Andover Games, with Andover Games being the surviving entity and becoming a wholly owned subsidiary of Ascend (the “Merger”).

B.           The board of directors of Ascend and Merger Sub and the managers of the Andover Games each has determined that the Merger is fair to, and in the best interests of, its respective company and stockholders or members, as the case may be.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows (defined terms used in this Agreement are listed alphabetically in Article IX, together with the Section and, if applicable, paragraph number in which the definition of each such term is located):

ARTICLE I

1.1         The Merger.  At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DLLCA, Merger Sub shall be merged with and into Andover Games, the separate limited liability company existence of Merger Sub shall cease and Andover Games shall continue as the surviving company in the Merger (the “Surviving Subsidiary”).

1.2         Effective Time; Closing.  Subject to the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA(the time of such filing, or such later time as may be agreed in writing by Andover Games and Ascend and specified in the Certificate of Merger being the “Effective Time” and the date of such filing being the “Effective Date”). Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the transactions contemplated by this Agreement (the “Closing”), other than the filing of the Certificate of Merger, shall take place at the offices of Graubard Miller, counsel to Ascend, 405 Lexington Avenue, 19th Floor, New York, New York 10174 at a time and date to be specified by the parties, which shall be no later than the fifth (5th) business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).  Closing signatures may be transmitted by facsimile or by emailed PDF file.

1.3         Effect of the Merger.  At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DLLCA and Applicable Law.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Merger Sub shall vest in the Surviving Subsidiary, and all debts, liabilities and duties of Merger Sub shall become the debts, liabilities and duties of the Surviving Subsidiary, and Andover Games shall continue as a wholly owned subsidiary of Ascend.

1.4         Governing Documents.  At the Effective Time,

(a)           the Certificateof Incorporation of Ascend attached hereto as Exhibit A shall remain in place;

(b)           the Certificateof Formation of Merger Sub in the form attached hereto as Exhibit B shall become the certificate of formation of the Surviving Subsidiary, except that Article I shall state that the name of the Surviving Subsidiary shall be “Andover Games, LLC”; and

(c)           the Operating Agreement of Merger Sub shall become the operating agreement of the Surviving Subsidiary.

1.5         Effect on Andover Games Securities.  Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Andover Games or the holders of any of the securities of Andover Games, the following shall occur:

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(a)           Conversion of Andover Games Membership Units; Issuance to Ascend.  At the Effective Time, all of the membership units of Andover Games (“Andover Games Membership Units”) issued and outstanding pursuant to that certain Operating Agreement for Manager Managed Andover Games dated as of January 28, 2011 (the “Original Andover Games Operating Agreement”), as amended by that certain First Amended Operating Agreement for Manager-Managed Andover Games, LLC (the “First Amendment”), that certain Second Amendment to Operating Agreement of Manager-Managed Andover Games, LLC dated as of October 28, 2011 (the “Second Amendment”), and that certain Third Amendment to Operating Agreement of Manager-Managed Andover Games, LLC dated as of December 12, 2011 (the “Third Amendment” and sometimes together with the Original Andover Games Operating Agreement and the First Amendment, collectively, the “Andover Games Operating Agreement”) immediately prior to the Effective Time, will automatically be canceled and extinguished and be converted, collectively, into the right to receive an aggregate number of shares of common stock, par value $0.0001 per share, of Ascend (“Ascend Common Stock”) (the “Stock Consideration”), which Stock Consideration, the parties hereby agree shall equal seventy five percent (75%) of the fully diluted capitalization of Ascend immediately after the Closing (the “Minimum Andover Games Ownership Percentage Covenant”), giving effect to the issuance of the Stock Consideration and to the issuance of shares of Ascend Common Stock in the Total Financing (defined herein) (it being understood that if the Total Financing is not complete as of the Closing the Minimum Andover Games Ownership Percentage Covenant as of the Closing shall be proportionately increased on a pro rata basis), with each such percentage interest of the Andover Games Membership Units converted into the right to receive a pro rata portion of the Stock Consideration; provided, however, that if in connection with the Financing, shares of newly designated Ascend preferred stock, options, warrants or other convertible securities of Ascend are issued or required or promised to be issued (collectively, “Ascend Securities”) to investors (“Ascend Investors”) who purchase or agree to purchase Ascend Securities in the Financing, upon conversion or exercise of such Ascend Securities, an additional number of shares of Ascend Common Stock will be issued to each former holder of Andover Games Membership Units to prevent any additional dilution of such holder’s Ascend Common Stock ownership at that time as a result of such conversion or exercise.  Immediately following the conversion contemplated by this Section 1.5(a), 100% of the Andover Games Membership Units, as the Surviving Subsidiary, shall be issued to Ascend.  The total percentage ownership of Ascend Common Stock by the holders of Andover Games Membership Units post financing and on a fully diluted basis will be equal to 75% of all outstanding shares of Ascend Common Stock on a Fully Diluted basis and if the Total Financing is below the $4 million, then the pro-rata percentage of the holders of Andover Games Membership Units in Ascend will increase wherein each $200,000 not raised will result in such holders retaining 1% more in aggregate ownership percentage.

(b)           Adjustments to Exchange Ratios.  The numbers of shares of Ascend Common Stock that the security holders of Andover Games are entitled to receive as a result of the Merger shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Ascend Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Ascend Common Stock occurring on or after the date hereof and prior to the Effective Time.

(c)           Unvested or Forfeitable Units.  If any Andover Games Membership Units outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other contract or under which Andover Games or any other party has any rights, then the shares of Ascend Common Stock issued in exchange for such Andover Games Membership Units will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Ascend Common Stock may accordingly be marked with appropriate legends.  Andover Games shall take all action that may be necessary to ensure that, from and after the Effective Time: (i) such shares of Ascend Common Stock shall remain so unvested and subject to such repurchase option, risk of forfeiture or other condition; (ii) such shares of Ascend Common Stock need not be delivered or transferred, as the case may be, until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates; and (iii) Ascend is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other contract held by Andover Games prior to the Effective Time.

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(d)           No Fractional Shares.  No fraction of a share of Ascend Common Stock will be issued by virtue of the Merger or the transactions contemplated hereby, and each security holder of Andover Games who would otherwise be entitled to a fraction of a share of Ascend Common Stock (after aggregating all fractional shares of Ascend Common Stock that otherwise would be received by such holder) shall be deemed to receive from Ascend, in lieu of such fractional share, one (1) share of Ascend Common Stock.

(e)           Membership Units of Merger Sub. All issued and outstanding membership Units of Merger Sub shall automatically, and without any action on the part of the holder thereof, be converted into an aggregate of 100% of the validly issued, fully paid and non-assessable membership units of the Surviving Subsidiary to be issued to Ascend pursuant to Section 1.5(a).

1.6         Surrender of Certificates.

(a)           Exchange Agent.  Continental Stock Transfer and Trust Company shall be designated by the parties hereto to act as the exchange agent (the “Exchange Agent”) in the Merger.

(b)           Procedure.  Subject to Section 1.14 below, certificates representing the shares of Ascend Common Stock shall be issued to the holders of Andover Games Membership Units upon surrender of the certificates or instruments representing all of the outstanding Andover Games Membership Units (collectively, “Andover Games Certificates”) as provided for herein or otherwise agreed by the parties.  Promptly after the Effective Time, and in no event more than three (3) business days thereafter, Ascend shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of Andover Games Certificates: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Andover Games Certificates shall pass, only upon delivery of the Andover Games Certificates to the Exchange Agent and shall contain such other customary provisions as Ascend may reasonably specify), and (ii) instructions for use in effecting the surrender of the Andover Games Certificates in exchange for the shares of Ascend Common Stock to which the holder of such Andover Games Certificates is entitled as a result of the Merger (and any dividends or other distributions pursuant to Section 1.5(b)).  Upon surrender of the Andover Games Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Ascend, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Andover Games Certificates shall be entitled to receive in exchange therefor such certificates representing the number of shares of Ascend Common Stock, less the applicable Escrow Shares (defined below), for which their shares of Andover Games Membership Units are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 1.5(b), and the Andover Games Certificates so surrendered shall forthwith be canceled.  Until so surrendered, outstanding Andover Games Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable shares of Ascend Common Stock issuable pursuant to Section 1.5(a).

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(c)           Distributions With Respect to Unexchanged Shares.  No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Ascend Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Andover Games Certificates with respect to the shares of Ascend Common Stock to be issued upon surrender thereof until the holders of record of such Andover Games Certificates shall surrender such Andover Games Certificates. Subject to applicable law, following surrender of any such Andover Games Certificates with a properly completed letter of transmittal, the Exchange Agent shall promptly deliver to the record holders thereof, without interest, the certificates representing shares of Ascend Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Ascend Common Stock.

(d)           Transfers of Ownership.  If certificates representing the shares of Ascend Common Stock are to be issued in a name other than that in which the Andover Games Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Andover Games Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Ascend or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing the shares of Ascend Common Stock in any name other than that of the registered holder of the Andover Games Certificates surrendered, or established to the satisfaction of Ascend or any agent designated by it that such tax has been paid or is not payable.

(e)           Termination of Exchange Agent Obligations.  Shares of Ascend Common Stock held by the Exchange Agent that have not been delivered to holders of Andover Games Certificates within six months after the Effective Time shall promptly be delivered to Ascend, and thereafter holders of Andover Games Certificates who have not theretofore complied with the exchange procedures outlined in and contemplated by this Section 1.6 shall thereafter look only to Ascend (subject to abandoned property, escheat and similar laws) for their claim for shares of Ascend Common Stock and any dividends or distributions pursuant to Section 1.5(b) with respect to shares of Ascend Common Stock to which they are entitled.

(f)           No Liability.  Notwithstanding anything to the contrary in this Section 1.6, neither the Exchange Agent, Ascend, the Surviving Subsidiary, Andover Games nor any party hereto shall be liable to a holder of shares of Andover Games Membership Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

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1.7         No Further Ownership Rights in Andover Games Stock.  All Ascend Common Stock deemed issued to security holders of Andover Games upon consummation of the Merger and conversion of the Andover Games Membership Units shall be deemed to have been issued in full satisfaction of all rights pertaining to the corresponding outstanding Andover Games Membership Units and there shall be no further registration of transfers on the records of the Surviving Subsidiary of the Andover Games Membership Units that were outstanding immediately prior to the Effective Time.  If, after the Effective Time, Andover Games Certificates are presented to Ascend for any reason, they shall be canceled and exchanged as provided in this Article I.

1.8         Tax Consequences.  It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”).  The parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

1.9         Taking of Necessary Action; Further Action.  If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Ascend with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Andover Games and the Surviving Subsidiary, the then current officers and directors of Andover Games, and the officers and directors of Ascend shall take all such lawful and necessary action.

1.10       Escrow.  As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, an aggregate number of shares of Ascend Common Stock to be received by the holders of Andover Games Membership Units, allocated pro rata amongst such holders, representing five percent (5%) of the shares of Ascend Common Stock to be outstanding immediately after the Closing Date, shall be deposited into escrow (the “Escrow Shares), in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Ascend, the Committee (defined below), the Representative (defined below) and Continental Stock Transfer & Trust Company (“CST&T”), as escrow agent (“Escrow Agent”), in form and substance mutually and reasonably agreed to by Ascend and Andover Games and providing for the terms contemplated by Article VII hereof (the “Escrow Agreement”).  The Escrow Agreement shall provide that, on the 5th business day after Ascend has filed with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2011 (the “Escrow Release Date”), the Escrow Agent shall release the Escrow Shares, less that portion thereof applied in satisfaction of or reserved with respect to indemnification claims in connection with claims made pursuant to Section 7.1(a) of this Agreement (“Escrow Claims”).  Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any unresolved Escrow Claim shall be delivered to the stockholders of Andover Games in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow Claim.

1.11        Committee and Representative for Purposes of Escrow Agreement.

(a)          Ascend Committee.  The Board of Directors of Ascend hereby designates Jonathan J. Ledecky to serve as the committee to take all necessary actions and make all decisions pursuant to the Escrow Agreement.  If such Person ceases to serve in such capacity, for any reason, such Person shall designate his or her successor.  Failing such designation within ten (10) business days after Mr. Ledecky has ceased to serve, the Board of Directors of Ascend shall appoint as a successor a Person who would qualify as an “independent” director of Ascend and who has not had any relationship with Andover Games or the stockholders of Andover Games prior to the Closing.  Such committee is intended to be the “Committee” referred to in Article VII hereof and the Escrow Agreement.

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(b)          Representative.  Andover Games and the Signing Members hereby designate Craig dos Santos to represent the interests of the Persons entitled to receive Ascend Common Stock as a result of the Merger for purposes of the Escrow Agreement.  If such Person ceases to serve in such capacity, for any reason, such Person shall designate his or her successor.  Failing such designation within ten (10) business days after the Representative has ceased to serve, those members of the Board of Directors of Ascend who were directors of Andover Games prior to the Closing shall appoint as successor a Person who was a former member of Andover Games or such other Person as such members shall designate.  Such Persons or their successors are intended to be the “Representative” referred to in Article VII hereof and the Escrow Agreement.

1.12       Signing Member Matters.

(a)          By his, her or its execution of this Agreement, each Signing Member, in his, her or its capacity as a member of Andover Games, hereby approves and adopts this Agreement and authorizes Andover Games and its managers and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the irrevocable written consent of each Signing Member for purposes of the relevant provisions of the DLLCA and other Applicable Law.

(b)          Each Signing Member for himself, herself or itself only, represents and warrants as follows:

(i)           he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Ascend and all persons acting on Ascend’s behalf concerning the business and operations of Ascend and to obtain any additional information to the extent Ascend possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information;

(ii)          he, she or it has had access to the Ascend SEC Reports (defined below) filed prior to the date of this Agreement;

(iii)         that the execution and delivery of this Agreement by such Signing Member does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Signing Member or Andover Games or, after the Closing, Ascend, or prevent consummation of the Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement;

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(iv)         that he, she or it owns his respective Andover Games Membership Units listed on Schedule 1.12(b)(iv) as being owned by him, her or it free and clear of all Liens, except as set forth in Schedule 1.12(b)(iv), and subject to the Andover Games Operating Agreement.

(c)          Each Signing Member that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of Section 1.10(b).

1.13       Lock Up Agreements.  Simultaneously with the execution of this Agreement, each person or entity listed on Schedule 1.13, representing all of the officers and directors of Andover Games and each member of Andover Games currently owning in excess of 20% of the Andover Games Membership Units, on the one hand, and Jonathan Ledecky, on the other hand, are executing and delivering to Ascend agreements (“Lock Up Agreements”) in the form of Exhibit C hereto.

1.14       Investment Representation.   All shares of Ascend Common Stock issued in accordance with the terms hereof shall, when issued, be restricted shares and may not be sold, transferred or otherwise disposed of by the holders thereof without registration under the Securities Act or an available exemption from registration under the Securities Act.  The certificates representing the shares of Ascend Common Stock issued in accordance with the terms hereof will contain the appropriate restrictive legends, and Ascend shall issue appropriate stop-transfer instructions to the Ascend transfer agent with respect to such shares of Ascend Common Stock.  Prior to the Closing, each holder of record (as of the Effective Time) of Andover Games Certificates, which immediately prior to the Effective Time represented outstanding Andover Games Membership Units whose interests were converted into the right to receive shares of Ascend Common Stock pursuant to Section 1.5, shall provide an investment representation letter (the “Representation Letters”) in the form attached hereto as Exhibit D.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF ANDOVER GAMES

Subject to the exceptions set forth in Schedule 2 attached hereto (the “Andover Games Schedule”), Andover Games hereby represents and warrants to Ascend as follows:

2.1         Organization.  Andover Games is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation. Andover Games has the corporate power and authority to own its properties and to conduct its business as currently contemplated, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect.  Andover Games is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andover Games.

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2.2         Subsidiaries.  Except as set forth on Schedule 2.2, Andover Games does not presently own an interest in any other corporation, association or other business entity and is not a party to any joint venture, partnership or similar arrangement.

2.3         Financial Statements. Andover Games has provided to Ascend consolidated financial statements in draft form (including any related notes thereto) of Andover Games for the interim ten month period ending December 31, 2011 (“Draft Audited Financial Statements”).  Prior to Closing, Andover Games will provide to Ascend a correct and complete copy of the unaudited consolidated financial statements (including any related notes thereto) of Andover Games for interim ten month period ending December 31, 2011 (the “Financial Statements”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly presents in all material respects the financial position of Andover Games at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that such Financial Statements are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Andover Games.

2.4         No Liabilities. Andover Games has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the Financial Statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of Andover Games, except (i) liabilities provided for in or otherwise disclosed in a balance sheet or in the related notes to the Financial Statements, (ii) liabilities incurred since December 31, 2011 in the ordinary course of business, none of which would reasonably be expected to have a Material Adverse Effect, or (iii) expenses incurred by Andover Games directly in relation to its financing activities in 2011.

2.5         Off Balance Sheet Arrangements. There is no transaction, arrangement or other relationship between Andover Games or any of its subsidiaries and an unconsolidated or other off balance sheet entity that is not disclosed in the Financial Statements or that otherwise could be reasonably likely to have a Material Adverse Effect.

2.6         Absence of Material Changes. Since the date of Andover Games’ most recent Financial Statements, except as set forth on Schedule 2.6, Andover Games has not incurred any Material Adverse Change (except as otherwise contemplated by clauses (i) through (iii) in Section 2.4, above).

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2.7         Legal Proceedings. Except as set forth on Schedule 2.7, there is not pending or, to the knowledge of Andover Games, threatened or contemplated, any action, suit or proceeding to which Andover Games is a party or of which any property or assets of Andover Games is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect.

2.8         Contracts. Schedule 2.8 sets forth a list of the following documents which Andover Games is a party to:

(i)          any agreements, contracts or commitments that call for prospective fixed and/or contingent payments or expenditures by or to Andover Games and which are otherwise material or not entered into in the ordinary course of business;

(ii)         any contract, lease or agreement involving payments in excess of $50,000, which is not cancelable by Andover Games, without penalty on not less than 60 days notice;

(iii)        any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money or pledging or granting a security interest in any assets with a value in excess of $50,000;

(iv)        any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors or stockholders of Andover Games or persons related to or affiliated with such persons;

(v)         any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Andover Games, including, without limitation, any agreement with any stockholder of Andover Games which includes, without limitation, antidilution rights, voting arrangements or operating covenants;

(vi)        any pension, profit sharing, retirement, stock option or stock ownership plans;

(vii)       any royalty, dividend or similar arrangement based on the revenues or profits of Andover Games or based on the revenues or profits derived from any material contract;

(viii)      any acquisition, merger, asset purchase or other similar agreement entered into in the past 12 months; or

(ix)        any agreement under which Andover Games has granted any person registration rights for its securities.

All of the agreements listed on Schedule 2.8 are referred to herein collectively as “Andover Games Contracts.”

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Each of the Andover Games Contracts which purports by its terms to be in effect is valid and in full force and effect, is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, and will continue to be so immediately following the Effective Date.

2.9         Due Authorization and Enforceability.  Andover Games has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to engage in the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the consummation by Andover Games of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Andover Games (including the approval by its managers), and no other corporate proceedings on the part of Andover Games are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the DLLCA and the terms and conditions of this Agreement.  This Agreement and the other agreements and documents contemplated hereby have been duly authorized, executed and delivered by Andover Games, and each constitutes a valid, legal and binding obligation of Andover Games, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

2.10       No Conflict. The execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby by Andover Games and the consummation of the transactions herein and therein contemplated by Andover Games will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over Andover Games or any of its material properties, (B) any of the Andover Games Contracts, or (C) Andover Games’ Charter Documents, except, as it pertains to clauses (A) and (B), as would not individually or in the aggregate reasonably be expected have a Material Adverse Effect on Andover Games.

2.11       No Consents Required. Except for the consents set forth on Schedule 2.11 and for the filing of the Certificate of Merger with the appropriate authorities pursuant to the DLLCA, no consent, approval, authorization or order of, or filing with, any Governmental Entity is required for the execution, delivery and performance of this Agreement by Andover Games or for the consummation of the transactions contemplated hereby by Andover Games, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which Andover Games is licensed or qualified to do business, (ii) for the filing of any notifications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration of the required waiting period thereunder and (iii) where the failure to obtain such consents, approvals, authorizations, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andover Games or, after the Closing, Ascend, or prevent consummation of the transactions contemplated by this Agreement or otherwise prevent the parties hereto from performing their obligations under this Agreement.

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2.12       Capitalization. All of the issued and outstanding Membership Units of the Company consist solely of the 9,999,999 Membership Units held by the Signing Members. All such Membership Units have been duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all federal and state securities laws and have not been issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing or satisfied. Except as set forth on Schedule 2.12, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from Andover Games any Membership Units of, or other ownership interest in, Andover Games.

2.13       Preemptive Rights. Except as set forth on Schedule 2.13, there are no statutory or contractual preemptive rights or other rights to subscribe for or to purchase, any securities of Andover Games pursuant to Andover Games’ Charter Documents or any agreement or other instrument to which Andover Games is a party or by which Andover Games is bound.

2.14       Registration Rights.  Except as set forth on Schedule 2.14, no person has any right to require Andover Games to register any shares of Andover Games Membership Units under the Securities Act.

2.15       Permits. Andover Games holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect; and Andover Games is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.

2.16       Good Title to Property.    Andover does not own or lease any real property.  There are no options or other contracts under which Andover has a right or obligation to acquire or lease any interest in real property.  Andover Games has good and marketable title in fee simple to all personal property owned by it other than Andover Games Intellectual Property, which is covered by Section 2.17 hereof, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in Schedule 2.16 or in the Financial Statements, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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2.17       Intellectual Property.

(a)           Andover Games owns or possesses the Andover Games Trademarks (as defined below) or rights thereto necessary for the conduct of its business as now being conducted, except to the extent such failure to own or possess such Andover Games Trademarks would not have, individually or in the aggregate, a Material Adverse Effect.  Except as set forth on Schedule 2.17(a) or as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (A) to the knowledge of Andover Games, there is no infringement, misappropriation or violation by third parties of any such Andover Games Trademarks; (B) there is no pending or, to Andover Games’ knowledge, threatened action, suit, proceeding or claim by others challenging the rights of Andover Games in or to any such Andover Games Trademarks, and Andover Games is unaware of any facts which would form a reasonable basis for any such claim; (C) the Andover Games Trademarks owned by Andover Games have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to Andover Games’ knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Andover Games Trademarks, and Andover Games is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to Andover Games’ knowledge, threatened action, suit, proceeding or claim by others that Andover Games infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of others, Andover Games has not received any written notice of such claim and Andover Games is unaware of any other facts which would form a reasonable basis for any such claim; and (E) to Andover Games’ knowledge, no current employee of Andover Games is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, or nondisclosure agreement. Except as set forth on Schedule 2.17(a), Andover Games is not a party to or bound by any options, licenses or agreements with respect to the Andover Games Trademarks.  The term “Andover Games Trademarks” means the trademarks “DinoPark” and “Andover Games”.

(b)           Except as set forth on Schedule 2.17(b), Andover Games believes that it owns or possesses other Andover Games Intellectual Property (as defined below) or rights thereto necessary for the conduct of the business of Andover Games as now being conducted.  Except as set forth on Schedule 2.17(b) or as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (A) to the knowledge of Andover Games, there is no infringement, misappropriation or violation by third parties of any such Andover Games Intellectual Property; (B) there is no pending or, to Andover Games’ knowledge, threatened action, suit, proceeding or claim by others challenging the rights of Andover Games in or to any such Andover Games Intellectual Property; (C) the Andover Games Intellectual Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to Andover Games’ knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Andover Games Intellectual Property; (D) there is no pending or, to Andover Games’ knowledge, threatened action, suit, proceeding or claim by others that Andover Games infringes, misappropriates or otherwise violates any Andover Games Intellectual Property or other proprietary rights of others, Andover Games has not received any written notice of such claim and Andover Games is unaware of any other facts which would form a reasonable basis for any such claim; and (E) to Andover Games’ knowledge, no current employee of Andover Games is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, or nondisclosure agreement. Except as set forth on Schedule 2.17(b), Andover Games is not a party to or bound by any options, licenses or agreements with respect to the Andover Games Intellectual Property.  The term “Andover Games Intellectual Property” means all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property, with the exception of the Trademarks discussed above.

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2.18       No Violation. Andover Games is not (A) in violation of its Charter Documents, (B) in material breach of or otherwise in material default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any Andover Games Contract, to which it is subject or by which it may be bound, or to which any of the material property or assets of Andover Games is subject or (C) in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on Andover Games.

2.19       Taxes. Except as set forth on Schedule 2.19, Andover Games has timely filed (or requested in good faith an extension to the filing of) all federal, state, local and foreign income and franchise tax returns required to be filed and is not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which Andover Games is contesting in good faith.  All such returns are true, correct and complete in all material respects.  No audit or other examination of any return of Andover Games by any tax authority is presently in progress, nor has Andover Games been notified in writing of any request for such an audit or other examination.  To Andover Games’ knowledge, it does not have any liability for any unpaid taxes which have not been accrued for or reserved on Andover Games’ balance sheets included in the Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid taxes that may have been accrued since the end of the most recent fiscal year in connection with the operation of the business of Andover Games in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Andover Games or, if any such account is material, it has been accrued on the books and records of Andover Games in accordance with U.S. GAAP.

2.20       No Broker’s Fees.  Andover Games has not incurred any liability, nor will it incur, directly or indirectly, any liability, for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby which will become the liability of Ascend or will be a liability of the Surviving Subsidiary to be paid after Closing.

2.21       Insurance.  Andover does not maintain any insurance policies.

2.22       No Labor Disputes. No labor problem or dispute with the employees of Andover Games exists, or, to Andover Games’ knowledge, is threatened, which would reasonably be expected to have a Material Adverse Effect. Andover Games is not aware that any key employee or significant group of employees of Andover Games plans to terminate employment with Andover Games.  Andover Games is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Andover Games and Andover Games is not aware of any activities or proceedings of any labor union to organize any such employees.

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2.23       Defined Benefit Plans. Andover Games has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by Andover Games that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code that could subject Andover Games to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter (or opinion letter, if applicable) has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. Andover Games has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.

2.24       Compliance with Environmental Laws. Andover Games (a) is in material compliance with any and all applicable foreign, federal, state and local laws, orders, rules, regulations, directives, decrees and judgments relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of human health and safety or the environment which are applicable to its businesses (“Environmental Laws”), (b) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business; and (c) has not received written notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of subsections (a), (b) and (c) of this Section 2.24 as would not, individually or in the aggregate, have a Material Adverse Effect.

2.25       Minute Books. The minute books of Andover Games representing all existing records of all meetings and actions of the managers (including any committees thereof) and stockholders or members (collectively, the “Corporate Records”) of Andover Games since its formation through the date of the latest meeting and action have been made available to Ascend. All such Corporate Records are complete and accurately reflect, in all material respects, all transactions referred to in such Corporate Records.

2.26       Foreign Corrupt Practices. Neither Andover Games nor, to Andover Games’ knowledge, any other person associated with or with the authority to act on behalf of Andover Games, including without limitation any director, officer, agent or employee of Andover Games has, directly or indirectly, while acting on behalf of Andover Games (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or failed to disclose fully any contribution in violation of law, (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payments.  Andover Games’ internal accounting controls and procedures are sufficient to cause it to comply with the FCPA.

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2.27       Money Laundering Laws. The operations of Andover Games are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the applicable money laundering statutes of all governmental bodies or regulatory agencies having jurisdiction over Andover Games, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency with jurisdictions over Andover Games (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Andover Games with respect to the Money Laundering Laws is pending, or to the knowledge of Andover Games, threatened against Andover Games.

2.28       OFAC. None of Andover Games or, to the knowledge of Andover Games, any director, officer, agent, employee or affiliate of Andover Games, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

2.29       Proprietary Information Agreements.  Each current employee and officer of Andover Games has executed an agreement with Andover Games regarding the protection of Andover Games’ confidentiality and proprietary information.  Andover Games is not aware that any of its current employees or officers is in violation thereof, and Andover Games will use its reasonable commercial efforts to prevent any such violation prior to the Closing.  Andover Games is not aware that any former employee failed to execute similar agreements with Andover Games or that any such former employee is in violation of any such agreement.

2.30       Solvency.  Andover Games has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; or (e) made an offer of settlement, extension or composition to its creditors generally.

2.31       Related Party Transactions.  Except as set forth on Schedule 2.31, no employee, officer, member, stockholder or director of Andover Games or a member of any of the foregoing individuals’ immediate family (collectively, “Related Parties”) is indebted to Andover Games, nor is Andover Games indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of compensation for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of Andover Games and (iii) for other standard employee benefits made generally available to all employees (not including option agreements outstanding under any option plan approved by the Managers of Andover Games).  To Andover Games’ knowledge, no Related Party has any direct or indirect ownership interest in any firm or corporation with which Andover Games is affiliated or with which Andover Games has a business relationship, or any firm or corporation that competes with Andover Games, except that Related Parties may own stock in publicly traded companies that may compete with Andover Games.  To the best of Andover Games’ knowledge, except as set forth on Schedule 2.31, no Related Party is, directly or indirectly, interested in any Andover Games Contract with Andover Games (other than such contracts as relate to any such person’s ownership in, or other securities of, Andover Games or such person’s employment with Andover Games).

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2.32       Representations and Warranties Complete.  The representations and warranties of Andover Games included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder (excluding any and all drafts of such documentation), are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

2.33       Survival of Representations and Warranties.  The representations and warranties of Andover Games set forth in this Agreement shall survive the Closing until, and shall terminate and be of no further force or effect on, the Escrow Release Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ASCEND

Subject to the exceptions set forth in Schedule 3 attached hereto (the “Ascend Schedule”), each of Ascend and Merger Sub represent and warrant to, and covenant with, Andover Games and the Signing Members, as follows:

3.1         Organization.  Each of Ascend and Merger Sub is duly organized and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of Ascend and Merger Sub has full corporate power and authority to own its properties and to conduct its business as currently contemplated, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect.  Each of Ascend and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Andover Games to be conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Ascend or Merger Sub.

3.2         Subsidiaries.  Other than Ascend’s ownership of Merger Sub, neither Ascend nor Merger Sub presently own an interest in any other corporation, association or other business entity.  Neither Ascend nor Merger Sub is a party to any joint venture, partnership or similar arrangement.

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3.3         SEC Filings; Financial Statements.  Ascend has made available to Andover Games a correct and complete copy of each report, schedule, form registration statement and definitive proxy statement filed by Ascend with the SEC (the “Ascend SEC Reports”), which are all the forms, schedule reports and documents required to be filed by Ascend with the SEC prior to the date of this Agreement.  All Ascend SEC Reports required to be filed by Ascend during the last two fiscal years and the interim period prior to the date of this Agreement were filed in a timely manner except as set forth on Schedule 3.3.  As of their respective dates the Ascend SEC Reports:  (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Ascend SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in this Article III Ascend makes no representation or warranty whatsoever concerning any Ascend SEC Report as of any time other than the date or period with respect to which it was filed.

(a)           Each set of financial statements (including, in each case, any related notes thereto) contained in Ascend SEC Reports, including each Ascend SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of Ascend at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Ascend taken as a whole.

(b)           Merger Sub has never made any filing with the SEC and it neither is, nor ever has been, required to make any such filing.

3.4         No Liabilities. Except as set forth on Schedule 3.4, neither Ascend nor Merger Sub has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements included in any Ascend SEC Report that are, individually or in the aggregate, material to the business, results of operations or financial condition of Ascend, except (i) liabilities provided for in or otherwise disclosed in a balance sheet or in the related notes to the financial statements included in any Ascend SEC Report or (ii) liabilities incurred since December 31, 2010 in the ordinary course of business, none of which would reasonably be expected to have a Material Adverse Effect.

3.5         Off Balance Sheet Arrangements. There is no transaction, arrangement or other relationship between either Ascend or Merger Sub or any of their respective subsidiaries and an unconsolidated or other off balance sheet entity that is not disclosed in the financial statements included in the Ascend SEC Reports or that otherwise could be reasonably likely to have a Material Adverse Effect.

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3.6         Absence of Material Changes. Except as contemplated by this Agreement, since December 31, 2010, neither Ascend nor Merger Sub has incurred any Material Adverse Change (except as otherwise contemplated by clauses (i) through (ii) in Section 3.4, above).

3.7         Legal Proceedings. There is no pending or, to the knowledge of Ascend or Merger Sub, threatened or contemplated, any action, suit or proceeding to which Ascend or Merger Sub is a party or of which any property or assets of Ascend or Merger Sub is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect.

3.8         Contracts. Except as set forth in the Ascend SEC Reports filed prior to the date of this Agreement, and with respect to confidentiality, nondisclosure and indemnification agreements with executive officers and directors, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations of any kind, whether written or oral, to which Ascend or Merger Sub is a party or by or to which any of the properties or assets of Ascend or Merger Sub may be bound, subject or affected, which either (a) creates or imposes a liability greater than $5,000, or (b) may not be cancelled by Ascend or Merger Sub on less than 30 days’ or less prior notice (“Ascend Contracts”) without penalty.  All Ascend Contracts are listed in Schedule 3.8.  Each of the Ascend Contracts which purports by its terms to be in effect is valid and in full force and effect, is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, and will continue to be so immediately following the Effective Date.

3.9         Due Authorization and Enforceability.  Each of Ascend and Merger Sub has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to engage in the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the consummation by Ascend and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Ascend and Merger Sub (including the approval by its boards of directors), and no other corporate proceedings on the part of Ascend or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the DGCL and the terms and conditions of this Agreement, other than the filing of the Information Statement by Ascend on Schedule 14(f) (“Schedule 14(f))” as set forth in Section 5.1.  This Agreement and the other agreements and documents contemplated hereby have been duly authorized, executed and delivered by Ascend and Merger Sub, and each constitutes a valid, legal and binding obligation of Ascend and Merger Sub, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

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3.10       No Conflict. The execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby by Ascend and Merger Sub and the consummation of the transactions herein and therein contemplated by Ascend and Merger Sub will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over Ascend or Merger Sub or any of its properties, (B) any agreement or instrument to which Ascend or Merger Sub is a party or by which it is bound or to which any of its property is subject, or (C) Ascend’s or Merger Sub’s Charter Documents, except, as it pertains to clauses (A) and (B), as would not individually or in the aggregate reasonably be expected have a Material Adverse Effect on Ascend or Merger Sub.

3.11       No Consents Required. Except for the filing of the Certificate of Merger with the appropriate authorities pursuant to the DLLCA, and the filing of the Schedule 14(f) and waiting the requisite waiting periods for notice (as set forth in Section 5.1), no consent, approval, authorization or order of, or filing with, any Governmental Entity is required for the execution, delivery and performance of this Agreement by Ascend and Merger Sub or for the consummation of the transactions contemplated hereby by Ascend and Merger Sub, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which Andover Games is licensed or qualified to do business, (ii) for the filing of any notifications required under the HSR Act, and the expiration of the required waiting period thereunder and (iii) where the failure to obtain such consents, approvals, authorizations, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Ascend or Merger Sub or prevent consummation of the transactions contemplated by this Agreement or otherwise prevent the parties hereto from performing their obligations under this Agreement.

3.12       Capitalization.

(a)           As of the date of this Agreement, the authorized capital stock of Ascend consists of 300,000,000 shares of Ascend Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Ascend Preferred Stock”), of which 8,731,675 shares of Ascend Common Stock are issued and outstanding and no shares of Ascend Preferred Stock are issued and outstanding.   All issued and outstanding shares of Ascend Common Stock are fully paid, nonassessable and validly issued in compliance with Applicable Law, federal and state securities laws, and the rules and regulations of the United States Securities and Exchange Commission.  Other than the Ascend Common Stock and Ascend Preferred Stock, Ascend has no class or series of securities authorized by its Charter Documents.

(b)           As of the date of this Agreement, the authorized units of Merger Sub consists of 1,000 units (“Merger Sub Units”), of which 1 unit is issued and outstanding.  There are no options, warrants, voting agreements or other rights outstanding with respect to the Merger Sub Units.

(c)           There are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from Ascend any shares of the capital stock of Ascend.

 

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3.13       Preemptive Rights. There are no statutory or contractual preemptive rights or other rights to subscribe for or to purchase, any securities of Ascend or Merger Sub pursuant to the Charter Documents or Ascend or Merger Sub or any agreement or other instrument to which Ascend or Merger Sub is a party or by which Ascend or Merger Sub is bound.

3.14       Registration Rights.  No person has any right to require Ascend to register any shares of Ascend Common Stock under the Securities Act.

3.15       Permits. Ascend and Merger Sub hold, and are operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental or self-regulatory body required for the conduct of their respective business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect; and each of Ascend and Merger Sub is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.

3.16       Good Title to Property. Neither Ascend nor Merger Sub owns or leases any real property or personal property.  There are no options or other contracts under which Ascend or Merger Sub has a right or obligation to acquire or lease any interest in real property or personal property.

3.17       Intellectual Property. Neither Ascend nor Merger Sub owns, licenses or otherwise has any right, title or interest in any intellectual property or trademarks.

3.18       No Violation. Neither Ascend nor Merger Sub is (A) in violation of its Charter Documents, (B) in material breach of or otherwise in material default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any Ascend Contract, to which it is subject or by which it may be bound, or to which any of the material property or assets of Ascend or Merger Sub is subject or (C) in violation of any Legal Requirements with respect to the conduct of its business, the ownership or operation of its business, or the issuance of its capital stock, except for violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on Ascend or Merger Sub.

3.19       Taxes. Each of Ascend and Merger Sub has timely filed (or requested in good faith an extension to the filing of) all federal, state, local and foreign income and franchise tax returns required to be filed and is not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which such party is contesting in good faith.  All such returns are true, correct and complete in all material respects.  No audit or other examination of any return of Ascend or Merger Sub by any tax authority is presently in progress, nor has Ascend or Merger Sub been notified in writing of any request for such an audit or other examination.  Neither Ascend nor Merger Sub has any liability for any unpaid taxes which have not been accrued for or reserved on Ascend’s or Merger Sub’s balance sheets included in the financial statements filed with the Ascend SEC Reports, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid taxes that may have been accrued since the end of the most recent fiscal year in connection with the operation of the business of Ascend or Merger Sub in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Ascend or Merger Sub or, if any such account is material, it has been accrued on the books and records of Ascend or Merger Sub in accordance with U.S. GAAP.

 

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3.20       No Broker’s Fees.  Neither Ascend nor Merger Sub has incurred any liability, nor will either incur, directly or indirectly, any liability, for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.21       Insurance.  Neither Ascend nor Merger Sub maintains any insurance policies.

3.22       No Labor Disputes. No labor problem or dispute with the employees of Ascend or Merger Sub exists, or, to Ascend’s or Merger Sub’s knowledge, is threatened, which would reasonably be expected to have a Material Adverse Effect.  Neither Ascend nor Merger Sub is aware that any key employee or significant group of employees of Ascend or Merger Sub plans to terminate employment with Ascend or Merger Sub.  Neither Ascend nor Merger Sub is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Ascend or Merger Sub and neither Ascend or Merger Sub is aware of any activities or proceedings of any labor union to organize any such employees.

3.23       Defined Benefit Plans. Neither Ascend nor Merger Sub maintains, or has any liability under, any ERISA Plan.

3.24       Compliance with Environmental Laws. Each of Ascend and Merger Sub (a) is in compliance with any and all applicable Environmental Laws, (b) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business; and (c) has not received written notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of subsections (a), (b) and (c) of this Section 3.24 as would not, individually or in the aggregate, have a Material Adverse Effect.

3.25       Minute Books. The Corporate Records of Ascend and Merger Sub since their respective dates of formation through the date of the latest meeting and action have been made available to Andover Games. All such Corporate Records are complete and accurately reflect, in all material respects, all transactions referred to in such Corporate Records.

3.26       Foreign Corrupt Practices. Neither Ascend nor Merger Sub nor, to Ascend’s nor Merger Sub’s knowledge, any other person associated with or with the authority to act on behalf of Ascend or Merger Sub, including without limitation any director, officer, agent or employee of Ascend or Merger Sub has, directly or indirectly, while acting on behalf of Ascend or Merger Sub (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or failed to disclose fully any contribution in violation of law, (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof, (iii) violated or is in violation of any provision of the FCPA or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payments.  Ascend’s internal accounting controls and procedures are sufficient to cause it to comply with the FCPA.

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3.27       Money Laundering Laws. The operations of Ascend and Merger Sub are and have been conducted at all times in compliance in all material respects with applicable Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Ascend or Merger Sub with respect to the Money Laundering Laws is pending, or to the knowledge of Ascend or Merger Sub, threatened against Ascend or Merger Sub.

3.28       OFAC. None of Ascend, Merger Sub or, to the knowledge of Ascend or Merger Sub, any director, officer, agent, employee or affiliate of Ascend or Merger Sub, is currently subject to any U.S. sanctions administered by the OFAC.

3.29       Related Party Transactions.  Except as set forth on Schedule 3.29, no Ascend or Merger Sub Related Parties are indebted to Ascend or Merger Sub, nor is Ascend or Merger Sub indebted (or committed to make loans or extend or guarantee credit) to any of them. To Ascend’s knowledge, except as set forth on Schedule 3.29, no Ascend or Merger Sub Related Party has any direct or indirect ownership interest in any firm or corporation with which Ascend or Merger Sub is affiliated or with which Ascend or Merger Sub has a business relationship, or any firm or corporation that competes with Ascend or Merger Sub, except that Related Parties may own stock in publicly traded companies that may compete with Andover Games, Ascend or Merger Sub.  To the best of Ascend’s knowledge, except as set forth on Schedule 3.29, no Related Party is, directly or indirectly, interested in any Ascend Contract with Ascend or Merger Sub (other than such contracts as relate to any such person’s ownership of capital stock or other securities of Ascend or such person’s employment with Ascend).

3.30       Representations and Warranties Complete.  The representations and warranties of Ascend and Merger Sub included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

3.31       Survival of Representations and Warranties.  The representations and warranties of Ascend and Merger Sub set forth in this Agreement shall survive until and terminate at the Escrow Release Date.

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ARTICLE IV

CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1         Conduct of Business by Ascend, Merger Sub and Andover Games.  During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of Ascend, Merger Sub and Andover Games shall, except to the extent that the other party shall otherwise consent in writing or as contemplated by this Agreement or as set forth in Schedule 4.1, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws and regulations (except where noncompliance would not be reasonably expected to have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts  consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings.  In addition, except as required or permitted by the terms of this Agreement and except as set forth in Schedule 4.1, without the prior written consent of the other party, which cannot be unreasonably withheld, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of Ascend, Merger Sub and Andover Games shall not do any of the following:

(a)           Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

(b)           Grant any severance or termination pay to (i) any officer or (ii) any employee, except pursuant to applicable law, written agreements outstanding, or policies existing on the date hereof and as previously or concurrently disclosed in writing or made available to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the date hereof;

(c)           With respect to Andover Games, sell, transfer or license to any person or otherwise extend, amend or modify any material rights to any Andover Games Intellectual Property or Andover Games Trademarks, or enter into grants to sell, transfer or license to any person future patent rights, except in the ordinary course of business consistent with past practice;

(d)           Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;

(e)           Purchase, redeem or otherwise acquire, directly or indirectly, any Membership Units or other equity securities or ownership interests, except pursuant to the terms of the Andover Games Operating Agreement;

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(f)           Except as contemplated by this Agreement, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any Membership Units or other equity securities or ownership interests or any securities convertible into or exchangeable for Membership Units or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any Membership Units or other equity securities or ownership interests or any securities convertible into or exchangeable for Membership Units or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such units, equity securities or other ownership interests or convertible or exchangeable securities;

(g)           Amend its Charter Documents;

(h)           Except as contemplated by this Agreement, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Ascend or Andover Games, as applicable, or enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party’s ability to compete or to offer or sell any products or services;

(i)            Sell, lease, license, encumber or otherwise dispose of any properties or assets, except (A) sales of inventory in the ordinary course of business consistent with past practice, and (B) the sale, lease or disposition (other than through licensing) of property or assets that are not material, individually or in the aggregate, to the business of such party;

(j)            Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Ascend or Andover Games, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

(k)           Adopt or amend any employee benefit plan, policy or arrangement, any employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will”), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, except in the ordinary course of business consistent with past practices or to conform to the requirements of any Applicable Law;

(l)            Pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities recognized or disclosed in the most recent financial statements included in the Ascend SEC Reports filed prior to the date of this Agreement or Andover Games’ Draft Audited Financial Statements, as applicable, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which Andover Games is a party or of which Andover Games is a beneficiary or to which Ascend is a party or of which Ascend is a beneficiary, as applicable;

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(m)          Except in the ordinary course of business consistent with past practices, modify, amend or terminate any material Andover Games Contract or Ascend Contract, as applicable, or waive, delay the exercise of, release or assign any material rights or claims thereunder;

(n)           Except as required by U.S. GAAP, revalue any of its assets or make any change in accounting methods, principles or practices;

(o)           Except in the ordinary course of business consistent with past practices, incur or enter into any agreement, contract or commitment requiring such party to pay in excess of $100,000 in any 12-month period;

(p)           Settle any litigation where the consideration given is other than monetary or to which a Related Party is a party;

(q)           Make or rescind any tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the tax liability or tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, materially change any method of accounting for tax purposes or prepare or file any return in a manner inconsistent with past practice;

(r)            Form or establish any subsidiary except in the ordinary course of business consistent with prior practice or as contemplated by this Agreement;

(s)           Permit any Person to exercise any of its discretionary rights under any ERISA Plan to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights or the termination of any cancellation rights issued pursuant to such plans;

(t)            Make capital expenditures except in accordance with prudent business and operational practices consistent with past practices;

(u)           Make or omit to take any action which would be reasonably expected to have a Material Adverse Effect;

(v)           Enter into any transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than the payment of salary and benefits and tax distributions in the ordinary course of business consistent with past practices;  or

(w)           Agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 4.1 (a) through (v) above.

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4.2         Exclusivity

(a)           During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of Andover Games and each Signing Member, on the one hand, and Ascend and Jon Ledecky, on the other hand (each such party, an “Obligated Party”), shall not, and each Obligated Party shall cause such party’s respective officers, directors, employees, representatives and agents, as applicable, not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any person or entity (other than the Ascend) concerning any Merger Transaction (defined below) or (ii) take any other action intended or designed to facilitate the efforts of any person or entity (other than Ascend or Andover Games, as the case may be) relating to a possible Merger Transaction.  For purposes of this Agreement, the term “Merger Transaction” shall mean any of the following involving Andover Games or any subsidiary of Andover Games or Ascend or any subsidiary of Ascend, as the case may be: (i) any merger, consolidation, share exchange, business combination or other similar transaction; or (ii) any sale, lease, exchange, transfer or other disposition of any of the assets of Andover Games/Ascend or subsidiaries (other than in the normal course of business consistent with past practice) or any shares of the capital stock of Andover Games/Ascend or any subsidiary in a single transaction or series of transactions.

(b)           In the event that there is an unsolicited proposal for or an unsolicited indication of a serious interest in entering into a Merger Transaction, communicated to an Obligated Party or any of their respective officers, directors or employees or any of their representatives or agents, such party shall immediately (and in no less than 48 hours) give written notice of same to the other party who was not so solicited.

4.3         Noncompetition/Nonsolicitation.

(a)           Noncompetition.

(i)           For and in consideration of the Merger contemplated herein, during the period commencing with the Closing Date and ending on the second anniversary of the Closing Date (the “Noncompetition Period”), each of the Signing Members agrees that he shall not engage in any “Competitive Activity” in the “Restricted Territory” (as both are defined below).

(ii)          “Business” shall mean and include the creation and distribution of gaming and mobile entertainment applications on current smartphone and other mobile platforms, namely iOS and Android, as well as future competing smartphone and mobile platforms, and conducting such other activities directly related to and in furtherance of the foregoing as may be necessary, advisable or appropriate in the opinion of the Board of Directors.

(iii)         “Competitive Activity” shall mean any Signing Member or any Affiliate of a Signing Member, directly or indirectly (or having any interest in, or performing any services for, any Person directly or indirectly) engaging in any activity competitive with the Business as it is currently conducted or proposed to be conducted by Ascend as of the Closing Date.  Notwithstanding the foregoing, but subject to the obligations set forth in the First Look Side Letters (defined below), each of the Signing Members may continue his activities in respect of the specific entities listed on Schedule 4.3(a)(iii).

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(iv)         “Restricted Territory” shall mean worldwide.

(v)          Notwithstanding the foregoing, the provisions of this Section 4.3(a) shall not prevent a Signing Member from beneficially owning (i) up to five percent (5%), on a full-diluted basis, of the total shares of all classes of stock outstanding of any corporation having securities listed on the NYSE, the NYSE Amex, or traded on NASDAQ, or (ii) an interest in the entities listed on Schedule 4.3(a)(v) (“Existing Private Passive Holdings”), whether or not such entities may be competitive with the Business, provided such Signing Member in either case is not taking an active role in the management of such entity; provided further, however, that in respect of such Existing Private Passive Holdings only, to the extent that such Signing Member desires to take on an active role in the management of such entity, either as a director, officer, manager or otherwise, such Signing Member may only do so if he complies with the provisions of the First Look Side Letter and, if he is in compliance therewith, then such active role shall not be a violation of the noncompetition covenant set forth in this Section 4.3.

(b)           Nonsolicitation. For and in consideration of the Merger contemplated herein, during the Noncompetition Period, each of the Signing Members agrees that he shall not directly or indirectly solicit, induce, recruit or encourage any of Ascend’s or its subsidiaries employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away such employees, either for himself or for any other person or entity.

(c)           Scope and Choice of Law.  It is the understanding of the parties that the scope of the covenants contained in this Section 4.3, both as to time and area covered, are necessary to protect the rights of Ascend and the goodwill that is a part of the Business of Andover Fund to be acquired by Ascend.  It is the parties’ intention that these covenants be enforced to the greatest extent in time, area, and degree of participation as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts in breach of these covenants.  It being the purpose of this Agreement to govern competition by a Signing Member in the Restricted Territory, these covenants shall be governed by and construed according to that law (from among those jurisdictions arguably applicable to this Agreement and those in which a breach of this Agreement is alleged to have occurred or to be threatened) which best gives them effect.  The prohibitions in Section 4.3 above shall be deemed, and shall be construed as separate and independent agreements between Ascend on the one hand, and each Signing Member,  respectively, on the other.  If any such agreement or any part of such agreement is held invalid, void or unenforceable by any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall in no way render invalid, void, or unenforceable any other part of them or any separate agreement not declared invalid, void or unenforceable; and this Agreement shall in such case be construed as if the invalid, void, or unenforceable provisions were omitted.

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(d)           Covenants; Remedy for Breach.  The parties agree that, in the event of breach or threatened breach of a Signing Member’s covenants in this Section 4.3, the damage or imminent damage to the value and the goodwill of Ascend and the Business of Andover Games will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate.  Accordingly, the parties agree that Ascend shall be entitled to injunctive relief against such Signing Member in the event of any breach or threatened breach of any of such covenants by such Signing Member, in addition to any other relief (including damages) available to Ascend under this Agreement or under applicable law.  Nothing herein shall be construed as prohibiting Ascend from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages

ARTICLE V

ADDITIONAL AGREEMENTS

5.1         Schedule 14(f) of Ascend.

(a)           As of the date of this Agreement, Ascend has obtained the consent of a majority of its outstanding shares of Common Stock in accordance with the DGCL to approve the change in control of Ascend resulting from the Merger and this Agreement and the transactions contemplated hereby.  Except as otherwise agreed in writing by Ascend and Andover Games, as promptly as practicable after the execution of this Agreement, Ascend shall file with the SEC and distribute the Schedule 14(f) for the purpose of notifying the holders of Ascend Common Stock prior to the Merger of the approval of the matters set forth in Section 5.1(a) together with such matters as Ascend may deem necessary.

(b)           Andover Games shall cooperate and use its commercially reasonable efforts to supply Ascend with all requisite information necessary that Ascend requests to complete the Schedule 14(f).

(c)           The information supplied by Andover Games in response to requests by Ascend for inclusion in the Schedule 14(f) shall not, at the time the Schedule 14(f) is filed with the SEC or distributed to the holders of Ascend Common Stock prior to the Merger and on the Effective Date, 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, not misleading.

(d)           The information as being supplied by Ascend for inclusion in the Schedule 14(f) shall not, at the time the Schedule 14(f) is filed with the SEC or distributed to the holders of Ascend Common Stock prior to the Merger and on the Effective Date, 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, not misleading.

(e)           If, at any time prior to the Effective Date, any event or circumstance relating to Andover Games, Ascend, Merger Sub or any of their respective officers or directors should be discovered which should be set forth in an amendment to the Schedule 14(f), such party shall promptly inform the other and Ascend shall promptly file and distribute such amendment to the Schedule 14(f).

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(f)           All documents that Ascend is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

5.2         Blue Sky Compliance. Ascend shall use its commercially reasonable efforts to avail itself of any exemptions or to qualify or otherwise register the shares of Ascend Common Stock to be issued pursuant to the Merger under the securities or Blue Sky Laws of every jurisdiction of the United States in which a Andover Games stockholder has an address on the records of Andover Games, on the record date for determining Andover Games stockholders entitled to notice of and to vote on the Merger, except any such jurisdiction with respect to which counsel for Ascend has determined that such qualification is not required under the securities or Blue Sky Laws of such jurisdiction.

5.3         Directors and Officers of Ascend and Surviving Subsidiary After Merger.

(a)           Subject to compliance with the Securities Act and Exchange Act and the rules and regulations promulgated thereunder and specifically the filing of the Schedule 14(f) and waiting the requisite waiting periods for notice, after the Effective Date, the Board of Directors of Ascend will be made up of six (6) directors, including Jonathan J. Ledecky, Craig dos Santos, Jeremy Zimmer and three persons designated by Craig dos Santos.

(b)           Immediately after the Effective Date, the officers of Ascend shall be:

(i)           Craig dos Santos – Chief Executive Officer; and

(ii)          Jonathan J. Ledecky - Chairman and Interim Chief Financial Officer.

(c)           Immediately after the Effective Date, the managers and officers of the Surviving Subsidiary shall be:

(i)           Craig dos Santos – Chief Executive Officer and Manager; and

(ii)          Richie Hecker – Executive Vice President and Manager.

5.4         HSR Act.  If required pursuant to the HSR Act, as promptly as practicable after the date of this Agreement, Ascend and Andover Games shall each prepare and file the notifications and any other information required of it thereunder in connection with the transactions contemplated by this Agreement and shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with such notifications in accordance with all applicable requirements of all Governmental Entities.  Ascend and Andover Games shall cooperate in good faith with each other and such Governmental Entities.  Ascend and Andover Games shall (a) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the transactions contemplated by this Agreement, (b) give the other prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Entity with respect to such transactions, (c) request an early termination of the waiting period under the HSR Act and (d) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation.  Filing fees with respect to the notifications required under the HSR Act shall be shared equally by Ascend and Andover Games.

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5.5         Other Actions.

(a)           As promptly as practicable after execution of this Agreement, Ascend shall prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (“Signing Form 8-K”), which Andover Games shall review, comment upon and approve (which approval shall not be unreasonably withheld or delayed) prior to filing.  Any language included in the Signing Form 8-K, may henceforth be used by Ascend in other filings made by it with the SEC and in other documents distributed by Ascend in connection with the transactions contemplated by this Agreement without further review or consent of Andover Games.  Promptly after the execution of this Agreement, Ascend and Andover Games shall also mutually agree on and issue a press release announcing the execution of this Agreement (the “Signing Press Release”).

(b)           Ascend and Andover Games shall cooperate with each other to prepare a draft Form 8-K announcing the Closing and to include the Financial Statements prepared by Andover Games and Marcum LLP, Andover Games’ accountant (“Marcum”), and such other information that may be required to be disclosed with respect to the Merger in any report or form to be filed with the SEC (“Closing Form 8-K”).  Prior to Closing, Ascend and Andover Games shall mutually agree on and issue a press release announcing the consummation of the Merger hereunder (“Closing Press Release”).  Concurrently with the Closing, Ascend shall distribute the Closing Press Release.  Concurrently with the Closing, or as soon as practicable thereafter, Ascend shall file the Closing Form 8-K with the Commission.

(c)           Andover Games and Ascend shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity.

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5.6         Required Information.  In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Schedule 14f, the Closing Form 8-K and the Closing Press Release, or any other statement, filing notice or application made by or on behalf of Ascend and/or Andover Games to any Government Entity or other third party in connection with the Merger and the other transactions contemplated hereby, and for such other reasonable purposes, Andover Games and Ascend each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers, managers, members and stockholders (including the directors of Ascend and Andover Games to be elected effective as of the Closing pursuant to Section 6.4 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Andover Games and Ascend to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby.  Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

5.7         Confidentiality; Access to Information.

(a)           Confidentiality.  Any confidentiality agreement previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement.  Each party agrees to maintain in confidence any non-public information (“Confidential Information”) received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement.  A party may disclose the Confidential Information to its  financial advisors, accountants, counsel and other representatives (collectively “Advisors”), provided that such Advisors agree to be bound by the provisions of this Section 5.7 and the party disclosing Confidential Information to its Advisors is responsible for such Advisor’s compliance with this Section 5.7.  Such confidentiality obligations will not apply to (i) information which was known to a party or its respective agents prior to receipt from the other party; (ii) information which is or becomes generally known other than by breach of the covenants set forth in this Section 5.7; (iii) information acquired by a party or its respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law.  In the event this Agreement is terminated as provided in Article VIII hereof, each party (x) will destroy or return or cause to be destroyed or returned to the other all documents and other material obtained from the other in connection with the Merger contemplated hereby, and (y) will use its reasonable best efforts to delete from its computer systems all documents and other material obtained from the other in connection with the Merger contemplated hereby.

(b)           Access to Information.

(i)           Andover Games will afford Ascend and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and key personnel of Andover Games during the period prior to the Closing, and subject to any applicable confidentiality agreements with third parties (the existence and scope of which of which have been disclosed to Ascend), to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of Andover Games as Ascend may reasonably request.  No information or knowledge obtained by Ascend in any investigation pursuant to this Section 5.7 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

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(ii)           Ascend will afford Andover Games and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Ascend during the period prior to the Closing, and subject to any applicable confidentiality agreements with third parties (the existence and scope of which have been disclosed to Andover Games), to obtain all information concerning the business, including properties, results of operations and personnel of Ascend, as Andover Games may reasonably request.  No information or knowledge obtained by Andover Games in any investigation pursuant to this Section 5.7 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

5.8         Public Disclosure.  From the date of this Agreement until Closing or termination of this Agreement, the parties shall cooperate in good faith to jointly prepare and mutually agree upon all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transactions contemplated hereby without the prior consent of Ascend (in the case of Andover Games) or Andover Games (in the case of Ascend), except as otherwise provided by this Agreement or as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of, a stock exchange or trading system.  Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement.  If any party determines with the advice of counsel that it is required to make this Agreement or any terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed.  This provision will not apply to communications by any party to its counsel, accountants, investors, and other professional advisors.

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5.9         Commercially Reasonable Efforts.  Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable good faith efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following:  (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.  In connection with and without limiting the foregoing, Ascend and its board of directors, and Andover Games and its Managers, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement.  Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Ascend or Andover Games to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

5.10       Lock Up Agreements; Sale Restrictions.  Concurrently with the execution of this Agreement, each person or entity listed on Schedule 1.13, representing all of the officers and managers of Andover Games and each member of Andover Games currently owning Andover Games Membership Units, and Jonathan Ledecky, each is executing a Lock Up Agreement.  No sales of shares of Ascend Common Stock issued as a result of the Merger shall be made by any of the foregoing individuals or entities during the period prescribed by and as otherwise permitted pursuant by the Lock Up Agreements.

5.11       No Securities Transactions.  Neither Andover Games, the Signing Members, nor Jonathan Ledecky, nor any of their respective affiliates, directly or indirectly, shall engage in any transactions involving the securities of Ascend prior to the time of the making of a public announcement of the transactions contemplated by this Agreement.  Andover Games shall use its commercially reasonable efforts to require each of its officers, directors, employees, agents, advisors, contractors, associates, clients, customers and representatives, to comply with the foregoing requirement.

5.12       Disclosure of Certain Matters.  Each of Ascend and Andover Games will provide the other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives rise to the reasonable expectation by such party that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Andover Games or Ascend, or (e) would require any amendment or supplement to the Schedule 14f.  The parties shall have the obligation to supplement or amend Andover Games Schedules and Ascend Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date.  Notwithstanding any such amendment or supplementation, for purposes of Sections 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

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5.13       Charter Protections; Directors’ and Officers’ Liability Insurance.

(a)           All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of Ascend as provided in the Charter Documents of Ascend or in any indemnification agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms.

(b)           For a period of six (6) years after the Closing Date, Ascend shall cause to be maintained in effect policies of directors’ and officers’ liability insurance with coverage and amounts as set forth on Schedule 5.13 with respect to claims arising from facts and events that occurred prior to the Closing Date.

(c)           If Ascend or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Ascend assume the obligations set forth in this Section 5.13.

(d)           The provisions of this Section 5.13 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of Ascend for all periods ending on or before the Closing Date and may not be changed without the consent of Committee.

5.14       Insider Loans; Equity Ownership in Subsidiaries.  Andover Games shall use its commercially reasonable best efforts to cause each Insider of Andover Games or its subsidiaries to, at or prior to Closing (i) repay to Andover Games any loan by Andover Games to such Person and any other amount owed by such Person to Andover Games; (ii) cause any guaranty or similar arrangement pursuant to which Andover Games has guaranteed the payment or performance of any obligations of such Person to a third party to be terminated; and (iii) cease to own any direct equity interests in any subsidiary of Andover Games or in any other Person that utilizes the name “Andover Games” or any other names comprising the Intellectual Property or any derivative thereof.

5.15       $250,000 Bridge Loan from Ascend to Andover Games.  On the date hereof, Ascend shall make a bridge loan to Andover Games in the principal amount of $50,000 in cash in immediately available funds (the “Initial Bridge Loan”).  Within three (3) Business Days of the date hereof, Ascend shall make an additional bridge loan to Andover Games in the principal amount of $200,000 in cash immediately available funds (the “Second Bridge Loan” and together with the “Initial Bridge Loan”, the “Bridge Loan”).  Andover Games shall execute and deliver promissory notes (the “Bridge Notes”) evidencing such Initial Bridge Loan and Second Bridge Loan at the interest rate, term and other conditions set forth in the form of promissory note attached hereto as Exhibit E.

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5.16       Access to Financial Information.  Andover Games will, and will cause its auditors to (a) continue to provide Ascend and its advisors access to all of Andover Games’ financial information used in the preparation of its Financial Statements and Draft Audited Financial Statements and (b) cooperate fully with any reviews performed by Ascend or its advisors of any such financial statements or information.

5.17       Audited Financial Statements. Andover Games shall use its commercially reasonable efforts to deliver to Ascend the Audited Financial Statements as soon as practicable.  The Audited Financial Statements shall be audited by Marcum and shall comply with U.S. GAAP.

5.18       Financing.  Prior to the Closing, Ascend shall use its commercial best efforts to raise at least $4 million of equity capital through the sale of Ascend Capital Stock (as defined below) (the “Total Financing”); provided, however, that, as described in Section 6.2(m) hereof, the $4 million in Total Financing may be raised in two separate tranches, with the first tranche (the “First Tranche Financing”) raising no less than a $2.0 million, and the second tranche (the “Second Tranche Financing”), to be closed no later than 30 days thereafter, raising the balance of the Total Financing.  As used in this Section 5.18, the term “Ascend Capital Stock” shall mean each, and any combination, of (i) Ascend Common Stock; (ii) warrants to purchase Ascend Common Stock provided the exercise price is not less that the average sale price of Ascend Common Stock or common stock equivalents sold in the Financing and does not include anti-dilution provisions that allow for adjustment to the exercise price other than for splits, combinations, recapitalizations, mergers and the like; and (iii) Ascend Preferred Stock, provided that (A) the only provision of the Ascend Preferred Stock that is senior or preferential to the Ascend Common Stock is a liquidation preference that allows the holder a liquidation preference equal to the purchase price per share in the event of a liquidation, dissolution or sale of Ascend prior to the effectiveness (“Effectiveness”) of a secondary registration statement filed with the SEC covering the shares of Ascend Common Stock underlying the Ascend Preferred Stock and (B) the Ascend Preferred Stock automatically converts to Ascend Common Stock immediately upon Effectiveness; provided, further, that in no event shall any of the terms or conditions associated with the sale of the Capital Stock include any registration rights greater than the registration rights previously granted by Ascend and currently outstanding, any board nomination or approval rights or any corporate governance or investor rights.

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ARTICLE VI

CONDITIONS TO THE TRANSACTION

6.1         Conditions to Obligations of Each Party to Effect the Merger.  The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a)           Schedule 14(f). The Schedule 14(f) shall have been distributed by Ascend not less than 10 days prior to the Closing Date to all the holders of shares of Ascend Common Stock as of the date of distribution which will be a day prior to the Closing Date in accordance with the Securities Act and Exchange Act and the rules and regulations thereunder promulgated by the SEC.

(b)           HSR Act; No Order.  All specified waiting periods under the HSR Act shall have expired, and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger, substantially on the terms contemplated by this Agreement.

6.2         Additional Conditions to the Obligations of Andover Games and the Signing Members.  The obligations of Andover Games and the Signing Members to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Andover Games:

(a)           Representations and Warranties.  Each representation and warranty of Ascend and Merger Sub contained in this Agreement that is (i) qualified as to materiality shall have been true and correct (A) as of the date of this Agreement and (B) subject to any immaterial corrections or updates pursuant to Section 5.12, on and as of the Closing Date with the same force and effect as if made on the Closing Date,  and (ii) not qualified as to materiality shall have been true and correct (C) as of the date of this Agreement and (D) subject to any immaterial corrections or updates pursuant to Section 5.12, in all material respects on and as of the Closing Date with the same force and effect as if made on the Closing Date. Andover Games shall have received a certificate with respect to the foregoing signed on behalf of Ascend and Merger Sub by an authorized officer of Ascend and Merger Sub (“Ascend Closing Certificate”).

(b)           Agreements and Covenants.  Each of Ascend and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Ascend Closing Certificate shall include a provision to such effect.

(c)           No Litigation. No action, suit or proceeding shall be pending or threatened before any Governmental Entity which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect materially and adversely the right of Ascend to issue the securities contemplated by this Agreement and no order, judgment, decree, stipulation or injunction to any such effect shall be in effect.

(d)           Consents.  Each of Ascend and Merger Sub shall have obtained the consents, waivers and approvals set forth on Schedule 6.2(d).

(e)           Material Adverse Effect.  No Material Adverse Effect with respect to Ascend or Merger Sub shall have occurred since the date of this Agreement.

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(f)          SEC Compliance.  Immediately prior to Closing, Ascend shall be in compliance in all material respects with the reporting requirements under the Securities Act and Exchange Act.

(g)         Lock Up Agreements.  The Lock Up Agreements shall have been executed and delivered and shall be in full force and effect.

(h)         Opinion of Counsel.  Andover Games shall have received an opinion of counsel from Graubard Miller, counsel to Ascend, to be mutually and reasonably agreed upon by Andover Games and Ascend.

(i)          Other Deliveries.  At or prior to Closing, Ascend shall have delivered to Andover Games (i) copies of resolutions and actions taken by Ascend’s or Merger Sub’s board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, (ii) such other documents or certificates as shall reasonably be required by Andover Games and its counsel in order to consummate the transactions contemplated hereunder, and (iii) a certificate attesting to the incumbency of the officers of Ascend and Merger Sub.

(j)          Resignation.  Jonathan Ledecky shall have resigned from the position of Chief Executive Officer of Ascend to be effective at the Effective Time.

(k)         Escrow Agreement. The Escrow Agreement shall have been executed and delivered by Ascend and shall be in full force and effect with respect to Ascend.

(l)          Ascend Stock Plan.  Ascend’s Board of Directors shall have adopted and approved, subject to Ascend’s stockholder approval which the Board shall recommend to the stockholders as soon as reasonably practicable after the Closing, a new stock award plan for employees, directors and other service providers in a form customary for companies similar in stage and industry as Ascend and reserving for issuance under such new plan approximately 7% of Ascend’s fully diluted capital stock at the time of adoption.

(m)        Financing. At least the First Tranche of the Total Financing (as defined in Section 5.18 above) shall have been completed or shall be completed simultaneously with the Closing.

(n)         Employment/Consulting Agreements.  Each of Craig dos Santos and Richie Hecker shall have executed an employment agreement and consulting agreement, respectively, with Ascend, effective as of the Closing, providing for an annual base salary of $225,000 for Mr. dos Santos as Ascend’s CEO and an annual base salary of $150,000 for Mr. Hecker, in substantially the forms currently in place with Andover Games.

(o)         Indemnification Agreements.  Ascend and each of the new members of the Board of Directors effective as of the Closing shall have entered into the Indemnification Agreement in the form to be mutually agreed upon by Ascend and the Andover Games prior to Closing.

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(p)         D&O Insurance.Effective no later than the Closing, Ascend shall maintain valid, outstanding and enforceable “directors and officers” liability insurance from a nationally reputable, financially sound insurance company reasonably acceptable to Andover Games with limits no less than $5,000,000 for a minimum of one year after the Closing Date.

(q)         Minimum Andover Games Ownership Percentage Condition.  The Minimum Andover Games Ownership Percentage Condition shall be satisfied simultaneously with the Financing condition described in Section 6.2(m) above.

(r)          Board of Directors.  At the Effective Time, the Board of Directors of Ascend will be made up of six (6) directors, including Jonathan J. Ledecky, Craig dos Santos, Jeremy Zimmer and three persons designated by Craig dos Santos

6.3         Additional Conditions to the Obligations of Ascend and Merger Sub.  The obligations of Ascend and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Ascend:

(a)         Representations and Warranties.  Each representation and warranty of Andover Games and the Signing Members contained in this Agreement that is (i) qualified as to materiality shall have been true and correct (A) as of the date of this Agreement and (B) subject to any immaterial corrections or updates pursuant to Section 5.12, on and as of the Closing Date with the same force and effect as if made on the Closing Date, and (ii) not qualified as to materiality shall have been true and correct (C) as of the date of this Agreement and (D) subject to any immaterial corrections or updates pursuant to Section 5.12, in all material respects on and as of the Closing Date with the same force and effect as if made on the Closing Date.  Ascend shall have received a certificate with respect to the foregoing (to the extent the foregoing pertains to the representations and warranties of Andover Games) signed on behalf of Andover Games by an authorized officer or Manager of Andover Games (“Andover Games Closing Certificate”).

(b)         Agreements and Covenants.  Andover Games and the Signing Members shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date, and Andover Games Closing Certificate shall include a provision to such effect.

(c)         No Litigation.  No action, suit or proceeding shall be pending or threatened in writing before any Governmental Entity which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect materially and adversely the right of Andover Games to issue the securities contemplated by this Agreement or Ascend to own, operate or control any of the assets and operations of Andover Games following the Merger and no order, judgment, decree, stipulation or injunction to any such effect shall be in effect.

(d)         Consents.  Andover Games shall have obtained the consents, waivers and approvals set forth on Schedule 6.3(d).

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(e)         Material Adverse Effect.  No Material Adverse Effect with respect to Andover Games shall have occurred since the date of this Agreement.

(f)          Lock Up Agreements.  The Lock Up Agreements shall have been executed and delivered and shall be in full force and effect.

(g)         Escrow Agreement. The Escrow Agreement shall have been executed and delivered by the Representative and shall be in full force and effect with respect to the Representative.

(h)         Representation Letters. Representation Letters from each holder of shares of Andover Games Membership Units shall have been delivered to Ascend and no more than 35 of such holders shall have indicated that they are not an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

(i)          Opinion of Counsel.  Ascend shall have received an opinion of counsel from Greenberg Traurig LLP, counsel to Andover Games, to be mutually and reasonably agreed upon by Andover Games and Ascend.

(j)          Other Deliveries.  At or prior to Closing, Andover Games shall have delivered to Ascend:  (i) copies of resolutions and actions taken by Andover Games' Managers and Members in connection with the approval of this Agreement and the transactions contemplated hereunder, (ii) such other documents or certificates as shall reasonably be required by Ascend and its counsel in order to consummate the transactions contemplated hereunder, and (iii) a certificate attesting to the incumbency of the officers of Andover Games.

(k)         Insider Loans; Equity Ownership in Subsidiaries.  All outstanding indebtedness owed by any Related Party of Andover Games shall have been repaid in full, including the indebtedness and other obligations described on Schedule 2.31, and all outstanding guaranties and similar arrangements pursuant to which Andover Games has guaranteed the payment or performance of any obligations of any Related Party of Andover Games to a third party shall have been terminated, and no Related Party shall own any direct equity interests in any subsidiary of Andover Games or in any other Person that utilizes the name “Andover Games” or any other name comprising the Andover Games Intellectual Property or any derivative thereof.

(l)          Financial Statements.   The Audited Financial Statements shall not be materially different than the Draft Audited Financial Statements, and the audit report on the Audited Financial Statements shall not contain any material qualifications not contained in the Draft Audited Financial Statements, or omit any material qualifications contained in the Draft Audited Financial Statements, and shall not utilize any accounting procedure that is materially different from that used in connection with the Draft Audited Financial Statements with respect to any material item set forth in the Audited Financial Statements.

(m)        Contractor Agreement. Jonathan Ledecky shall have executed a contractor agreement with Ascend, effective as of the Closing, providing for an annual base contractor fee of $150,000, and appointing him as Ascend’s Chairman in a form to be mutually agreed by Mr. Ledecky and Andover Games prior to the Closing.

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(n)         Right of First Look Side Letter Agreement.  Each of the Signing Members shall have executed the Right of First Look Side Letter Agreement in substantially the form attached hereto as Exhibit F (the “First Look Side Letter”), effective as of the Closing.

ARTICLE VII
 

INDEMNIFICATION

7.1         Indemnification of Ascend.

(a)         Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), Ascend and its representatives, successors and permitted assigns (the “Ascend Indemnitees”) shall be indemnified, defended and held harmless with respect to the matters under Sections 7.1(a)(i) and 7.1(a)(ii), below, but only to the extent of the Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Ascend Indemnitee by reason of, arising out of or resulting from:

(i)          the inaccuracy or breach of any representation or warranty of Andover Games contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by Andover Games to Ascend pursuant to this Agreement with respect hereto or thereto in connection with the Closing; and

(ii)         the non-fulfillment or breach of any covenant or agreement of Andover Games or any of the Signing Members contained in this Agreement.

(b)         As used in this Article VII, the term “Losses”, subject to Section 7.4(e) hereof, shall include all actual losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable out-of-pocket legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid.  Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which the Ascend Indemnitees may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words.

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(c)         To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance, Ascend shall use reasonable best efforts to obtain the maximum recovery under such insurance; provided that Ascend Indemnitees shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by Ascend for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Representative.  If Ascend has received the payment required by this Agreement from the Representative in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative and shall pay to the Representative, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Representative pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

(d)         To the extent that any Losses that are subject to indemnification pursuant to this Article VII are deductible for income tax purposes by the Signing Members, the amount of any Loss shall be reduced by the income tax savings to such party as a result of the payment of such Loss.

7.2         Indemnification of Signing Members.

(a)         Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), each of the Signing Members and their respective representatives, successors and permitted assigns (the “Andover Indemnitees”) shall be indemnified, defended and held harmless with respect to the matters under Sections 7.2(a)(i) and 7.2(a)(ii), below, but only to the extent of the Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Ascend Indemnitee by reason of, arising out of or resulting from:

(i)          the inaccuracy or breach of any representation or warranty of Ascend contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by Ascend to Andover Games and/or the Signing Members pursuant to this Agreement with respect hereto or thereto in connection with the Closing; and

(ii)         the non-fulfillment or breach of any covenant or agreement of Ascend contained in this Agreement.

(b)         To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance, each of the Signing Members shall use reasonable best efforts to obtain the maximum recovery under such insurance; provided that Andover Indemnitees shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by Andover Indemnitees for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by Ascend.  Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

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(c)         To the extent that any Losses that are subject to indemnification pursuant to this Article VII are deductible for income tax purposes by the Signing Members, the amount of any Loss shall be reduced by the income tax savings to such party as a result of the payment of such Loss.

7.3         Indemnification of Third Party Claims.

(a)         Third Party Claims Against the Ascend Indemnitees. The indemnification obligations and liabilities of the Signing Members, through the Representative (the “Andover Indemnifying Party(ies)”) under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against an Ascend Indemnitee by a Person other than Andover Games or a Signing Member (an “Ascend Third Party Claim”) shall be subject to the following terms and conditions:

(i)          Notice of Claim.  Ascend, acting through the Committee, will give the Representative, as representative of the Andover Indemnifing Parties prompt written notice (a “Ascend Notice of Claim”) after receiving written notice of any Ascend Third Party Claim or discovering the liability, obligation or facts giving rise to such Ascend Third Party Claim which Ascend Notice of Claim shall set forth (i) a brief description of the nature of the Ascend Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance, and the Representative shall be entitled to participate in the defense of Ascend Third Party Claim at its expense.

(ii)         Defense.  The Representative shall have the right, at its option (subject to the limitations set forth in subsection 7.2(a)(iii) below) and at the Signing Members’ joint expense (calculated on a pro rata ownership basis as of the Closing), by written notice to Ascend, to assume the entire control of, subject to the right of Ascend to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Ascend Third Party Claim as to which such Ascend Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to Ascend to be the lead counsel in connection with such defense. If the Representative is permitted and elects to assume the defense of a Ascend Third Party Claim:

(A)           The Representative shall diligently and in good faith defend such Ascend Third Party Claim and shall keep the Committee reasonably informed of the status of such defense; provided, however, that the Committee shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned except to the extent the settlement relates solely to monetary damages that are indemnified fully under Section 7.1 by delivery of Escrowed Shares under the Escrow Agreement or otherwise; and

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(B)           Ascend and the Committee shall cooperate fully in all respects with the Representative in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and Ascend and the Committee shall make available to the Representative all pertinent information and documents under its control.

(iii)        Limitations of Right to Assume Defense.  The Representative shall not be entitled to assume control of such defense and, subject to the limitations of Section 7.4, shall pay the reasonable fees and expenses of one counsel retained by Ascend or the Committee if the Ascend Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation..

(b)         Third Party Claims against the Andover Indemnitees.  The indemnification obligations and liabilities of Ascend (the “Ascend Indemnifying Party” and sometimes together with the Andover Indemnifying Party(ies) as an indemnifying party under this Article VII, an “Indemnifying Party”) under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against an Andover Indemnitee by a Person other than Ascend (a “Andover Third Party Claim” and sometimes together with an Ascend Third Party Claim, a “Third Party Claim”) shall be subject to the following terms and conditions:

(i)          Notice of Claim.  An Andover Indemnitee, acting through the Representative, will give the Committee, as representative of the Ascend Indemnifying Party, prompt written notice after receiving written notice of any Andover Third Party Claim or discovering the liability, obligation or facts giving rise to such Andover Third Party Claim (a “Andover Notice of Claim” and sometimes together with an Ascend Notice of Claim, a “Notice of Claim”) which Andover Notice of Claim shall set forth the same information required for an Ascend Notice of Claim as described above, and Ascend shall be entitled to participate in the defense of Third Party Claim at its expense.

(ii)         Defense.  Ascend shall have the right, at its option (subject to the limitations set forth in subsection 7.2(b)(iii) below) and at its expense, by written notice to the Representative, to assume the entire control of, subject to the right of Representative, on behalf of the Andover Indemnitees, to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Andover Third Party Claim as to which such Andover Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to he Representative to be the lead counsel in connection with such defense. If Ascend is permitted and elects to assume the defense of an Andover Third Party Claim:

(A)           Ascend, through the Committee, shall diligently and in good faith defend such Third Party Claim and shall keep the Representative reasonably informed of the status of such defense; provided, however, that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned except to the extent the settlement relates solely to monetary damages that are indemnified fully under Section 7.2; and

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(B)           The Andover Indemnitees and the Representative shall cooperate fully in all respects with the Committee in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and Andover Indemnitees and the Representative shall make available to the Committee all pertinent information and documents under its control.

(iii)        Limitations of Right to Assume Defense.  The Representative shall not be entitled to assume control of such defense and, subject to the limitations of Section 7.4, shall pay the reasonable fees and expenses of one counsel retained by Ascend or the Committee if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation..

(c)         Other Limitations.  Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data shall not constitute a defense (in whole or in part) to any Third Party Claim by an Indemnitee against an Indemnifying Party shall not affect such Indemnifying Party’s duty or obligations under this Article VII, except to the extent (and only to the extent that) such failure shall have adversely affected the ability of the Indemnifying Party to defend against or reduce its liability or caused or increased such liability or otherwise caused the damages for which the Indemnifying Party is obligated to be greater than such damages would have been had the Indemnitee given the Indemnifying Party  prompt notice hereunder. So long as the Indemnifying Party is defending any such action actively and in good faith, the Indemnitee shall not settle such action. The Indemnitee shall make available to the Indemnifying Party all relevant records and other relevant materials required by them and in the possession or under the control of Indemnitee, for the use of the Indemnifying Party and its representatives in defending any such action, and shall in other respects give reasonable cooperation in such defense.

(d)         Failure to Defend.  If the Indemnifying Party, reasonably promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnitee, subject to the limitations of Section 7.4, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that Indemnifying Party shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned.

(e)         Indemnitee Rights.  Anything in this Section 7.3 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnitee, settle or compromise any action or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to each of the Indemnitees of a full and unconditional release from all liability and obligation in respect of such action without any payment by any Indemnitee.

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(f)          Indemnifying Party Consent. Unless the Indemnifying Party has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss; provided that in respect of the Andover Indemnifying Parties, such amount shall be determined in accordance with the provisions of the Escrow Agreement.

7.4         Limitations on Indemnification.

(a)         Survival; Time Limitation.  The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by Indemnifying Party to an Indemnitee in connection with this Agreement (including the certificate required to be delivered by Andover Games pursuant to Section 6.3(a), and by Ascend pursuant to Section 6.2(a), as the case may be) shall survive the Closing until the Escrow Release Date (the “Survival Period”).

(b)         Any indemnification claim made by Indemnitee in writing prior to the termination of the Survival Period shall be preserved despite the subsequent termination of the Survival Period and any claim set forth in a Notice of Claim sent prior to the expiration of such Survival Period shall survive until final resolution thereof. Except as set forth in the immediately preceding sentence, (i) no claim for indemnification under this Article VII shall be brought after the end of the Survival Period, and (ii) the indemnification rights of an Indemnitee under this Article VII shall terminate and be of no further force or effect.

(c)         Deductible.  No amount shall be payable under Article VII unless and until the aggregate amount of all indemnifiable Losses otherwise payable exceeds $500,000 (the “Deductible”), in which event the amount payable shall be only the amount in excess of the Deductible.

(d)         Aggregate Amount Limitation.  The aggregate liability for Losses pursuant to Section 7.1 or Section 7.2, as the case may be, shall not in any event exceed the Escrow Shares and, in the case of an Ascend Indemnitee, such Ascend Indemnitee shall not have any claim against any Andover Indemnifying Party other than the Escrow Shares during the Escrow Period.

(e)         No Special or Consequential Damages.  In no event shall Losses be deemed to include any special, indirect, consequential or punitive damages.

7.5         Exclusive Remedy.  Ascend on behalf of itself and the other Ascend Indemnitees, hereby acknowledges and agrees that, from and after the Closing, the sole remedy of the Ascend Indemnitees with respect to any and all claims for money damages arising out of or relating to this Agreement, and the transactions contemplated hereby, shall be pursuant and subject to the requirements of the indemnification provisions set forth in this Article VII.  Notwithstanding any of the foregoing, nothing contained in this Article VII shall in any way impair, modify or otherwise limit a Ascend Indemnitees’ right to bring any claim, demand or suit against the other party based upon such other party’s actual fraud (not including negligent misrepresentation).

7.6         Adjustment to Purchase Price.  Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the “purchase price” paid to the stockholders of Andover Games in connection with business combination between Andover Games and Ascend, except as otherwise required by Law.

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7.7         Representative Capacities; Application of Escrow Shares. The parties acknowledge that the Representative’s obligations under this Article VII are solely as a representative of the members of Andover Games in the manner set forth in the Escrow Agreement with respect to the obligations to indemnify the Ascend Indemnitees under this Article VII and that the Representative shall have no personal responsibility for any expenses incurred by him in such capacity and that all payments to the Ascend Indemnitees as a result of such indemnification obligations shall be made solely from, and to the extent of, the Escrow Shares.  Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be borne in the first instance by Ascend, which may make a claim for reimbursement thereof against the Escrow Shares upon the claim with respect to which such expenses are incurred becoming an Established Claim (as defined in the Escrow Agreement). The parties further acknowledge that all actions to be taken by the Ascend Indemnitees pursuant to this Article VII shall be taken on their behalf by the Committee in accordance with the provisions of the Escrow Agreement. The Escrow Agent, pursuant to the Escrow Agreement after the Closing, may apply all or a portion of the Escrow Shares to satisfy any claim for indemnification pursuant to this Article VII. The Escrow Agent will hold the remaining portion of the Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto. Notwithstanding anything to the contrary contained herein, all Escrow Shares remaining in escrow following the Final Escrow Release Date in excess of the Escrow Shares necessary to satisfy any timely filed claim for indemnification shall be released and delivered to the Persons entitled to them on such date.  Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to Andover Games or any Signing Member or any party hereto for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative.  Ascend shall defend, indemnify and hold harmless the Representative for all losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of its duties and obligations under this Agreement, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative.

ARTICLE VIII

TERMINATION

8.1         Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)         by mutual written agreement of Ascend and Andover Games at any time;

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(b)         by either Ascend or Andover Games if the Merger shall not have been consummated by February 28, 2012 (the “Outside Closing Date”) provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement (a “Breach”); provided further, however, that so long as Andover Games has not committed a Breach, then Ascend shall promptly and in any event within five (5) Business Days pay Andover Games in cash immediately available funds an amount equal to all of its expenses, costs and other amounts, including without limitation, attorneys’ and accountants’ fees and cost, in an amount not to exceed $100,000, provided that such reimbursement obligation may be satisfied by a set off by Andover Games against any amounts owed to Ascend under the Bridge Note  (the “Ascend Expense Reimbursement Obligation”).

(c)         by either Ascend or Andover Games if a Governmental Entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which order, decree, ruling or other action is final and nonappealable; provided, however, in such case, Ascend shall be subject to the Ascend Expense Reimbursement Obligation.

(d)         by Andover Games, upon a material breach of any representation, warranty, covenant or agreement on the part of Ascend or Merger Sub set forth in this Agreement (including without limitation, the failure to fund the Bridge Loan as contemplated under Section 5.15), or if any representation or warranty of Ascend or Merger Sub shall have become untrue, in either case such that the conditions set forth in Article VI would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such breach by Ascend or Merger Sub is curable by Ascend or Merger Sub prior to the Closing Date, then Andover Games may not terminate this Agreement under this Section 8.1(d) for the earlier of (i) thirty (30) days after delivery of written notice from Andover Games to Ascend or Merger Sub of such breach, and (ii) the Outside Closing Date, provided Ascend and Merger Sub continues to exercise commercially reasonable best efforts to cure such breach (it being understood that Andover Games may not terminate this Agreement pursuant to this Section 8.1(d) if it shall have materially breached this Agreement or if such breach by Ascend or Merger Sub is cured during such cure period); provided, however, in such case, Ascend shall be subject to the Ascend Expense Reimbursement Obligation.

(e)         by Ascend, upon a material breach of any representation, warranty, covenant or agreement on the part of Andover Games or a Signing Member set forth in this Agreement, or if any representation or warranty of Andover Games or a Signing Member shall have become untrue, in either case such that the conditions set forth in Article VI would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such breach is curable by Andover Games prior to the Closing Date, then Ascend may not terminate this Agreement under this Section 8.1(e) for the earlier of (i) thirty (30) days after delivery of written notice from Ascend to Andover Games of such breach, and (ii) the Outside Closing Date; provided Andover Games or such Signing Member continues to exercise commercially reasonable best efforts  to cure such breach (it being understood that Ascend may not terminate this Agreement pursuant to this Section 8.1(e) if it shall have materially breached this Agreement or if such breach by Andover Games or such Signing Member is cured during such cure period); and

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(f)          by either Ascend or Andover Games, if this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of Andover Games Membership Units required under the DLLCA; provided, however, in such case, Ascend shall be subject to the Ascend Expense Reimbursement Obligation.

8.2         Notice of Termination; Effect of Termination.

(a)         Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, such applicable number of days after) the delivery of written notice of the terminating party to the other parties hereto.

(b)         In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Merger shall be abandoned, except for and subject to the following:  (i) Sections 5.7, 5.8, 8.2 and 8.3 (and by reference, theAscend Expense Reimbursement Obligation) and Article X (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement, including a breach by a party electing to terminate this Agreement pursuant to Section 8.1(b) caused by the action or failure to act of such party constituting a principal cause of or resulting in the failure of the Merger to occur on or before the date stated therein, nor shall.

8.3         Fees and Expenses. Subject to the Ascend Expense Reimbursement Obligation, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the Merger is consummated; provided, however, that the fees and expenses incurred by Ascend shall not exceed $100,000.

ARTICLE IX

DEFINED TERMS

Terms defined in this Agreement are organized alphabetically as follows, together with the Section and, where applicable, paragraph, number in which definition of each such term is located:

“AAA”	Section 10.8
“Advisors”	Section 5.7
“Affiliate”	Section 10.2(g)
“Agreement”	Heading
“Andover Games”	Heading
“Andover Games Certificates”	Section 1.6(b)
“Andover Games Closing Certificate”	Section 6.3(a)
“Andover Games Membership Units”	Section 1.5(a)

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“Andover Games Contracts”	Section 2.8
“Andover Games Intellectual Property”	Section 2.17(b)
“Andover Games Schedule”	Article II Preamble
“Andover Games Trademarks”	Section 2.17(a)
“Andover Games Warrants”	Section 1.5(c)
“Applicable Law”	Recital A
“Approvals”	Section 2.1
“Ascend”	Heading
“Ascend Closing Certificate”	Section 6.2(a)
“Ascend Common Stock”	Section 1.5(a)
“Ascend Contracts”	Section 3.8
“Ascend Indemnitee(s)”	Section 7.1(a)
“Ascend Preferred Stock”	Section 3.12(a)
“Ascend Expense Reimbursement Obligation”	Section 8.1(b)
“Ascend Schedule”	Article III Preamble
“Ascend SEC Reports”	Section 3.3(a)
“Ascend Warrants”	Section 1.5(c)
“Audited Financial Statements”	Section 2.3
“Blue Sky Laws”	Section 1.12(b)(iii)
“Breach”	Section 8.1(b)
“Bridge Loan”	Section 5.15
“Bridge Notes”	Section 5.15
“Business”	Section 4.3(a)(ii)
“Certificate of Merger”	Section 1.2
“Charter Documents”	Section 10.2(i)
“Closing”	Section 1.2
“Closing Date”	Section 1.2
“Closing Form 8-K”	Section 5.5(b)
“Closing Press Release”	Section 5.5(b)
“Code”	Section 1.8
“Committee”	Section 1.11(a)
“Competitive Activity”	Section 4.3(a)(iii)
“Confidential Information”	Section 5.7
“Corporate Records”	Section 2.26
“CST&T”	Section 1.10
“Deductible”	Section 7.4(c)
“DGCL”	Recital A
“Disclosure Schedules”	Section 5.12
“Dissenter”	Section 1.14(a)
“Dissenting Shares”	Section 1.14(b)
“Draft Audited Financial Statements”	Section 2.3
“Effective Date”	Section 1.2
“Effective Time”	Section 1.2
“Environmental Laws”	Section 2.24
“ERISA”	Section 2.23
“ERISA Plan”	Section 2.23

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“Escrow Agent”	Section 1.10
“Escrow Agreement”	Section 1.10
“Escrow Claims”	Section 1.10
“Escrow Release Date”	Section 1.10
“Escrow Shares”	Section 1.10
“Exchange Act”	Section 1.12(b)(iii)
“Exchange Agent”	Section 1.6(a)
“Existing Private Passive Holdings”	Section 4.3(a)(v)
“FCPA”	Section 2.27
“Financial Statements”	Section 2.3
“First Look Side Letter”	Section 6.3(m)
“First Tranche Financing”	Section 5.18
“Governmental Entity”	Section 10.2(h)
“HSR Act”	Section 2.11
“Indemnifying Party(ies)	Section 7.3
“Initial Bridge Loan”	Section 5.15
“knowledge”	Section 10.2(e)
“Legal Requirements”	Section 10.2(c)
“Lien”	Section 10.2(f)
“Lock Up Agreements”	Section 1.13
“Losses”	Section 7.1(b)
“Marcum”	Section 5.5(b)
“Material Adverse Change”	Section 10.2(b)
“Material Adverse Effect”	Section 10.2(a)
“Merger”	Recital A
“Merger Sub”	Heading
“Merger Sub Units”	Section 3.12(b)
“Merger Transaction”	Section 4.2(a)
“Money Laundering Laws”	Section 2.28
“Noncompetition Period”	Section 4.3(a)(i)
“Notice of Claim”	Section 7.3(b)
“OFAC”	Section 2.29
“Outside Closing Date”	Section 8.1(b)
“Person”	Section 10.2(d)
“Related Parties”	Section 2.32
“Representative”	Section 1.11(b)
“Representation Letters”	Section 1.15
“Restricted Territory”	Section 4.3(a)(iv)
“Schedule 14(f)”	Section 3.9
“Second Bridge Loan”	Section 5.15
“Securities Act”	Section 1.12(b)(iii)
“Signing Form 8-K”	Section 5.5(a)
“Signing Press Release”	Section 5.5(a)
“Signing Members”	Heading
“Survival Period”	Section 7.4(a)
“Surviving Subsidiary”	Section 1.1

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“Third Party Claim”	Section 7.3(b)
“Total Financing”	Section 5.18
“Unaudited Financial Statements”	Section 2.3
“U.S. GAAP”	Section 2.3

ARTICLE X

GENERAL PROVISIONS

10.1       Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

if to Ascend, to:

Ascend Acquisition Corp.

970 West Broadway, PMB 402

Jackson, Wyoming 83001

Attention:            Chief Executive Officer

Telephone:          (307) 734-2645

Telecopy:            (___) ____

Email (which won’t constitute notice): jledecky@aol.com

with a copy to:

David Alan Miller, Esq.

Graubard Miller

405 Lexington Avenue

New York, New York 10174-1901

Telephone: 212-818-8661

Telecopy: 212-818-8881

Email (which won’t constitute notice): JGallant@graubard.com

if to Andover Games to:

Andover Games, LLC

509 Duboce Ave

San Francisco, CA 94117

Attention:  Chief Executive Officer

Telephone: (786) 245-3786

Telecopy:  (___) ___ -___

Email (which won’t constitute notice): craig@andoverfund.com

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with a copy to:

Greenberg Traurig LLP

1900 University Ave., 5th Floor

East Palo Alto, CA 94303

Attention:   Todd Rumberger, Esq.

Telephone: 650-814-9367

Telecopy: 650-328-8508

Email (which won’t constitute notice): rumbergert@gtlaw.com

10.2       Interpretation.  The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  When a reference is made in this Agreement to an Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated.  When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement.  Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all direct and indirect Subsidiaries of such entity.  Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity.  For purposes of this Agreement:

(a)         the term “Material Adverse Effect” when used in connection with Andover Games or Ascend, as the case may be, means any change, event, or occurrence, individually or when aggregated with other changes, events, or occurrences, that is materially adverse to the business, properties, financial condition or results of operations of Andover Games or Ascend, as applicable, and their respective Subsidiaries, taken as a whole; provided however that none of the following alone or in combination shall be deemed, in and of itself, to constitute a Material Adverse Effect any changes, events, occurrences or effects arising out of, resulting from or attributable to (A) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, (B) earthquakes, hurricanes, tornados or other natural disasters, (C) changes attributable to the public announcement or pendency of the transactions contemplated hereby, (D) changes in the general national or regional economic conditions, or (E) any actions arising from actions that Andover Games or Ascend are required to take hereunder; (F) changes in Legal Requirements after the date hereof  .

(b)         the term “Material Adverse Change” when used in connection with Andover Games or Ascend, as the case may be, means: (i) the incurrence of any material liabilities or obligations, direct or contingent, or the entry into any material transactions, or the declaration or payment of any dividends or distributions of any kind with respect to its capital stock; (ii) any change in the capital stock (other than a change in the number of outstanding shares due to the issuance of shares upon the exercise of outstanding options or warrants); (iii) any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options or other equity awards pursuant to outstanding equity incentive plans existing on the date hereof); or (iv) any material adverse change in the business, properties, financial condition or results of operations of such entity.

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(c)         the term “Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and all requirements set forth in applicable Andover Games Contracts or Ascend Contracts;

(d)         the term “Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity;

(e)         the term “knowledge” means actual knowledge or awareness as to a specified fact or event of a Person that is an individual or of an executive officer or director of a Person that is a corporation or of a Person in a similar capacity of an entity other than a corporation;

(f)          the term “Lien” means any mortgage, pledge, security interest, encumbrance, lien, restriction or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest);

(g)         the term “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person.  For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

(h)         the term “Governmental Entity” shall mean any United States federal or state court, administrative agency, commission, governmental or regulatory authority or similar body; and

(i)          the term “Charter Documents” when used in connection with Andover Games or Ascend, as the case may be, means such entity’s certificate of incorporation or bylaws, as amended from time to time.

10.3       Counterparts; Electronic Delivery.  This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Delivery by facsimile or electronic transmission to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

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10.4       Entire Agreement; Third Party Beneficiaries.  This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the letter of intent between Ascend and Andover Games executed on or about November 17, 2011 is hereby terminated in its entirety and shall be of no further force and effect (except to the extent expressly stated to survive the execution of this Agreement and the consummation of the transactions contemplated hereby); and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

10.5       Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.  The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

10.6       Other Remedies; Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.  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 in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

10.7       Governing Law.  This Agreement shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

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10.8       Arbitration.  Any disputes or claims arising under or in connection with this Agreement or the transactions contemplated hereunder shall be resolved by binding arbitration.  Notice of a demand to arbitrate a dispute by either party shall be given in writing to the other at their last known address.  Arbitration shall be commenced by the filing by a party of an arbitration demand with the American Arbitration Association (“AAA”).  The arbitration and resolution of the dispute shall be resolved by a single arbitrator appointed by the AAA pursuant to AAA rules.  The arbitration shall in all respects be governed and conducted by applicable AAA rules, and any award and/or decision shall be conclusive and binding on the parties.  The arbitration shall be conducted in New York City, New York.  The arbitrator shall supply a written opinion supporting any award, and judgment may be entered on the award in any court of competent jurisdiction.  Each party shall pay its own fees and expenses for the arbitration, except that any costs and charges imposed by the AAA and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator.  In the event that preliminary or permanent injunctive relief is necessary or desirable in order to prevent a party from acting contrary to this Agreement or to prevent irreparable harm prior to a confirmation of an arbitration award, then either party is authorized and entitled to commence a lawsuit solely to obtain equitable relief against the other pending the completion of the arbitration in a court having jurisdiction over the parties.  Each party hereby consents to the exclusive jurisdiction of the federal and state courts located in the State of Delaware, New Castle County, for such purpose.

10.9       Rules of Construction.  The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

10.10     Assignment.  No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.  Subject to the first sentence of this Section 10.10, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.11     Amendment.  This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

10.12     Extension; Waiver.  At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.  Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

10.13     Currency.  All references to currency amounts in this Agreement shall mean United States dollars.

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10.14     Schedules.  The information furnished in the Schedules is arranged in sections corresponding to the Sections of this Agreement, and the disclosures in any section of the Schedules shall qualify (a) the corresponding Section of this Agreement and (b) other Sections of this Agreement to the extent (notwithstanding the absence of a specific cross-reference), that it is clear from a reasonable reading of the Schedules and such other Sections of this Agreement that such disclosure is also applicable to such other Sections of this Agreement.  The Schedules and the information and disclosures contained in such Schedules are intended only to qualify and limit the representations and warranties of the parties contained in this Agreement and shall not be deemed to expand in any way the scope of any such representation or warranty.  The inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment that such information is material or outside the ordinary course of business.  The inclusion of any fact or information in a Schedule is not intended to be construed as an admission or concession as to the legal effect of any such fact or information in any proceeding between any party and any Person who is not a party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

ASCEND ACQUISITION CORP.
By:	/s/ Jonathan J. Ledecky
	Name:	Jonathan J. Ledecky
	Title:	Chief Executive Officer
ASCEND MERGER SUB LLC
By:	/s/ Jonathan J. Ledecky
	Name:	Jonathan J. Ledecky
	Title:	Sole Manager
ANDOVER GAMES, LLC
By:	/s/ Craig dos Santos
	Name:	Craig dos Santos
	Title:	CEO
EACH MEMBER HAS EXECUTED THE
FOLLOWING SIGNATURE PAGE

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By his, her or its execution of this Agreement, the following Signing Member, in his, her or its capacity as a member of Andover Games, hereby approves and adopts this Agreement and authorizes Andover Games, its managers and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the written consent of such Signing Member for purposes of the DLLCA.

/s/ Craig dos Santos
Signature
Name:	Craig dos Santos
Address:

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By his, her or its execution of this Agreement, the following Signing Member, in his, her or its capacity as a member of Andover Games, hereby approves and adopts this Agreement and authorizes Andover Games, its managers and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the written consent of such Signing Member for purposes of the DLLCA.

/s/ Richie Hecker
Signature
Name:	Richie Hecker
Address:

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By his, her or its execution of this Agreement, the following Signing Member, in his, her or its capacity as a member of Andover Games, hereby approves and adopts this Agreement and authorizes Andover Games, its managers and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the written consent of such Signing Member for purposes of the DLLCA.

/s/ Jon Diamond
Signature
Name:	Jon Diamond
Address:

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By his, her or its execution of this Agreement, the following Signing Member, in his, her or its capacity as a member of Andover Games, hereby approves and adopts this Agreement and authorizes Andover Games, its managers and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the written consent of such Signing Member for purposes of the DLLCA.

/s/ Benjamin Lewis
Signature
Name:	Benjamin Lewis
Address:

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By his, her or its execution of this Agreement, the following Signing Member, in his, her or its capacity as a member of Andover Games, hereby approves and adopts this Agreement and authorizes Andover Games, its managers and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the written consent of such Signing Member for purposes of the DLLCA.

/s/ Lee Linden
Signature
Name:	Lee Linden
Address:

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EX-10.1

December 30, 2011

Ascend Acquisition Corp.

970 West Broadway, PMB 402

Jackson, Wyoming 83001

Re:  Ascend Acquisition Corp. - Lock-up Agreement

Ladies and Gentlemen:

The undersigned understands that Ascend Acquisition Corp., a Delaware corporation (“Ascend”), proposes to enter into a Merger Agreement and Plan of Reorganization (“Merger Agreement”) by and among Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub”), Andover Fund, LLC, a Delaware limited liability company (“Andover Fund”), and the persons executing the “Members Signature Page” to the Merger Agreement (the “Signing Members”).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.

In consideration of Ascend’s agreement to enter into the Merger Agreement, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Ascend, the undersigned will not, during the period ending 365 days after the Closing Date, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Ascend Common Stock or any securities convertible into or exercisable or exchangeable for Ascend Common Stock (including without limitation, Ascend Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ascend Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ascend Common Stock or such other securities, in cash or otherwise, in each case other than (A) transfers of shares of Ascend Common Stock as a bona fide gift or gifts; (B) distributions of shares of Ascend Common Stock to members or stockholders of the undersigned; or (C) transfers of shares of Ascend Common Stock to any trust or family limited partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each donee, distributee or transferee shall execute and deliver to Ascend a lock-up letter in the form of this paragraph.

In furtherance of the foregoing, Ascend, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement.  All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that Ascend is entering into the Merger Agreement in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with Article X of the Merger Agreement.

Very truly yours,

EX-10.2

December 30, 2011

Ascend Acquisition Corp.

970 West Broadway, PMB 402

Jackson, Wyoming 83001

Attn: Board of Directors

Re:       Right of First Look of Qualified Opportunities

Dear Gentlemen:

Only from and after the “Closing Date” of the Merger as defined in the Merger Agreement (defined below) (the “Effective Date”) and for so long as the undersigned, ________, either owns at least such number of shares of common stock as equal 1% of the outstanding capital stock (the “Minimum Shares”) of Ascend Acquisition Corp. (the “Company”) or serves on the Board of Directors or otherwise serves as an advisor, consultant or employee of the Company, the undersigned agrees that he shall not participate in such Qualified Opportunity unless and until he has complied with the procedures described herein.  Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in that certain Merger Agreement and Plan of Reorganization by and among the Company, Ascend Merger Sub LLC, Andover Games, LLC (“Andover”) and certain Members of Andover dated as of December 30, 2011 (the “Merger Agreement”).  In the event that the Merger Agreement is terminated or otherwise the Merger contemplated thereby does not close, this letter and any obligations, duties and rights of the parties hereunder shall be void ab initio and of no further force or effect.

The undersigned shall submit to the Company on exclusive “first look” basis, any potential business or investment opportunity which the undersigned is offered or proposes to undertake which is competitive with the Business (as defined below) of the Company (each a “Qualified Opportunity”).  “First look” means that any and all Qualified Opportunities shall be submitted by the undersigned exclusively to Company before such Qualified Opportunities are pursued by the undersigned or submitted to any other person or entity and such Qualified Opportunities shall not be submitted to any other person or entity until after an Investment Rejection unless specifically permitted hereunder.  Unless Company designates another representative by written notice to the undersigned, then, for all communications with and delivery of all materials hereunder to Company, the undersigned shall notify each of the Chairman of the Board of Directors and the CEO of the Company.

All Qualified Opportunity(ies) shall be submitted to the Company in written form; provided, however, that undersigned (at undersigned’s election) may orally “pitch”/present a Qualified Opportunity to Company provided the undersigned follows up such oral “pitch” with a written memorialization detailing the contents of such “pitch” within five (5) business days of such oral pitch, which provides shall such detail and specificity (and copies of the then current evaluation materials in the possession of or prepared by undersigned) as is customarily included in an investment proposal for consideration by institutional or otherwise professional investors in the Business (an “Investment Notice”), and such Investment Notice need only contain such information regarding the Qualified Opportunity that shall then be in the undersigned’s possession and shall offer the Company the right to negotiate to fund all of the third party equity or debt capital in such Qualified Opportunity, prior to pursuing himself or giving such opportunity to any third party investor or venturer. The undersigned represents and warrants to Company that any Qualified Opportunity submitted hereunder shall be unencumbered by any obligation whatsoever to any third party, unless Company is otherwise notified in writing by undersigned at the time of such submission.

 

The Company shall be entitled to conduct due diligence with respect to the Qualified Opportunity, for a period of ten (10) business days following the date of Company’s receipt of the Investment Notice (the “Due Diligence Period”).  At any time within such Due Diligence Period, Company shall have the right, exercisable by delivery of written notice by Company to undersigned (an “Investment Election”), and in its sole discretion, either:

(a) to reject the Qualified Opportunity (an “Investment Rejection”), and either (1) approve of the undersigned's investment or other participation in respect of such Qualified Opportunity (an "Approved Opportunity"), or (2) disapprove of such investment or participation (a "Disapproved Opportunity"); only in the event that the Qualified Opportunity is an Approved Opportunity may the undersigned enter into an agreement to acquire or invest in the Qualified Opportunity by himself or with any other partner without Company’s participation and without further obligation to the Company; provided, however, that the Company's failure to provide to the undersigned the requisite notice of its Investment Election by the end of Due Diligence Period shall be deemed to be approval and the Qualified Opportunity shall be an Approved Opportunity; or

(b) to agree to participate in the Qualified Opportunity and specify the general terms that it would elect to acquire or participate in connection therewith, in which case, for a period of an additional ten (10) business days from the expiration of the Due Diligence Period, the Company, the Qualified Opportunity and, if appropriate, the undersigned shall negotiate in good faith on an exclusive basis to enter into an agreement with respect to the Qualified Opportunity and in connection therewith will each act in good faith to agree on the terms of the investment or other participation relating to the Qualified Opportunity.  If Company (and/or Qualified Opportunity, as the case may be) and undersigned shall not enter into a binding agreement relating to such Qualified Opportunity within such ten (10) business day period, which period may be extended upon written request of the Company for an additional ten (10) day period so long as the Company is actively and in good faith negotiating with undersigned and/or the Qualified Opportunity, as the case may be, concerning the Company’s business participation with such opportunity, then the Company shall notify the undersigned whether such Qualified Opportunity will be an Approved Opportunity or Disapproved Opportunity and only in the event Company notifies the undersigned that it is an Approved Opportunity shall the undersigned thereafter be able to pursue the Qualified Opportunity by himself or with another investment partner.  For the avoidance of doubt, (i) this agreement shall be subject to the terms of Section 4.3 of the Merger Agreement and Plan of Reorganization being entered into by the Company on the date hereof, (ii) the undersigned may enter into an agreement to acquire or invest in a Qualified Opportunity at any time and only shall be required to comply with the procedures set forth herein prior to the closing of such acquisition or investment and (iii) all entities listed on Schedule A hereto shall not be subject to the terms hereof.  Furthermore, the Company acknowledges and agrees that it does not have any claim in the investments made by the undersigned in the companies set forth on Schedule B hereto made prior to the Closing Date as Qualified Opportunities (“Passive Holdings”) and that the undersigned had no obligation to offer the Company a First Look in respect of investments in such Passive Holdings hereunder; provided, however, that in the interest of clarify, the undersigned acknowledges that he will be obligated to offer a “first look” to the Company with respect to all Qualified Opportunities regardless of his passive ownership as a shareholder in Passive Holdings after the Closing Date in accordance with this letter; provided further, however, that to the extent that at any time after the Closing Date, the undersigned desires to assume a role or position (a “Modification”) other than as currently set forth on Schedule B in respect of any Passive Holding, if such Passive Holding is competitive with the Business and provided that such Modification is not giving up or otherwise relinquishing any officer, director or employee position with such company to thereafter become only a passive shareholder (in which case no approval is required), then the undersigned shall be required to obtain the prior written approval of the Company, including the approval of the Board, as a condition to such Modification.

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For purposes hereof, the Company’s “Business” shall mean and include the creation and distribution of gaming and mobile entertainment applications on current smartphone and other mobile platforms, namely iOS and Android, as well as future competing smartphone and mobile platforms, and conducting such other activities directly related to and in furtherance of the foregoing as may be necessary, advisable or appropriate in the opinion of the Board of Directors.

 Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for herein shall be in writing.  Any such written notice, request, demand, claim or other communication hereunder shall be sent by (i) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt, (ii) facsimile during normal business hours, with confirmation of receipt, to the number indicated and by electronic email transmission (pdf), (iii) reputable commercial overnight delivery service courier, with confirmation of receipt, (iv) electronic email, transmission (pdf) or (v) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the undersigned:
If to Company, to both the	Ascend Acquisition Corp.
Chairman and CEO, as follows:	970 West Broadway, PMB 402
	Jackson, Wyoming 83001
	Attention:  Chairman of the Board
	Fax No.:
	Email:
	Ascend Acquisition Corp.
	509 Duboce Ave
	San Francisco, CA 94117
	Attention:  Chief Executive Officer
	Fax No.: 415 651 9407
	Email:

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With a copy to:	Greenberg Traurig, LLP
	1900 University Ave., 5th Floor
	East Palo Alto, CA 94303
	Attention: Todd Rumberger, Esq.
	Fax No.: (650) 328-8508
	Email:  rumbergert@gtlaw.com

All such notices, requests, consents and other communications shall be deemed to have been given when received.  Either party may change its email address, facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

This letter shall terminate upon the later of: (i) such time the undersigned no longer owns the Minimum Shares of the Company, and (ii) if applicable, such time the undersigned is no longer a member of the Board of Directors.

This letter shall be governed by and construed in accordance with the laws of the State of California.

This letter may be executed in one or more counterparts, all of which together shall for all purposes constitute one letter.

[SIGNATURES BEGIN ON THE NEXT PAGE]

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Sincerely,

ACKNOWLEDGED AND AGREED
Ascend Acquisition Corp.
By:
	Name:
	Title:

EX-10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAS IT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.  NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON ITS CONVERSION MAY BE SOLD, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR AS OTHERWISE PERMITTED BY BORROWER, OR, IN THE OPINION OF COUNSEL SATISFACTORY TO BORROWER, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.

CONVERTIBLE BRIDGE NOTE

(“Note”)

CPN-__
Principal amount:	San Francisco, CA
$________	_______

For value received, the undersigned, Andover Games, LLC, a Delaware limited liability company (“Borrower”), promises to pay to the order of Ascend Acquisition Corp. (“Holder”) or its registered agent (collectively “Holder”), in lawful money of the United States of America, the principal sum of ___________ ($_____) (the “Principal”). Interest on the aggregate Principal of this Note shall accrue commencing on the date hereof until such amount is paid in full at the annual rate of the Prime Rate plus five percent (5%) (calculated on the basis of a 365 day year).  Unless paid, accelerated or converted in accordance herewith earlier pursuant to the terms hereof, said principal and accrued interest shall be due and payable on the earlier of (i) the closing (the “Merger Closing”) of the Merger transaction contemplated under and pursuant to that certain Merger Agreement and Plan of Reorganization by and among Holder, Ascend Merger Sub, Borrower and certain members of Borrower dated as of December 30, 2011 (the “Merger Agreement”), and (ii) ____________ [six months from the date of the note] (the “Maturity Date”).

1.           Payment.

1.1          Timing of Payment.

(a)    Mandatory Prepayment.  Upon the occurrence and during the continuance of an Acceleration Event (as described in Section 3 hereof) or pursuant to the terms of Section 2.1, an amount equal to the sum of the Principal and all accrued and unpaid interest on the Principal (collectively the “Prepayment Amount”) shall become due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

(b)   Payment Upon Maturity.  If no Acceleration under Section 3 hereof, or conversion under Section 2 hereof, has occurred prior to the Maturity Date, then an amount equal to the Principal and all the then-accrued and unpaid interest on the Principal shall become immediately due and payable, upon written notice of demand for repayment by Holder to Borrower.

(c)    Subject to the conversion contemplated under Section 2, the unpaid principal and interest outstanding under this Note may be prepaid by Borrower.

1.2          Holiday Calculation.  If any payment on this Note shall become due on a Saturday, Sunday, or a public holiday under the laws of the State of Delaware, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment.

1.3          Prime Rate.  For purposes hereof, ““Prime Rate” as of a particular date shall mean the prime rate of interest as published on that date in the Wall Street Journal and generally defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.”  If the Wall Street Journal is not published on a date for which the Prime Rate must be determined, then the Prime Rate shall be the prime rate published in the Wall Street Journal on the nearest-preceding date on which the Wall Street Journal was published.  If the Wall Street Journal no longer publishes a prime rate, then the Board shall select a substitute index.

2.           Conversion.

2.1          Optional Conversion Right or Mandatory Prepayment of Holder in a Qualified Financing.

(a)           Optional Conversion or Prepayment Right of Holder.  In the event that the Company consummates, prior to the Maturity Date, an equity financing pursuant to which it sells units or, if converted to a corporation, shares of stock of the Company (the “Equity Securities”) with an aggregate sales price of not less than $2,000,000, excluding the indebtedness which is converted into Equity Securities under this Note, and with the principal purpose of raising capital, or such lesser amount as is agreed to in writing between the Company and Holder (a “Qualified Financing”), then Holder shall have the right, but not the obligation, either (i) to require that the outstanding principal amount of and all accrued interest under this Note (the “Indebtedness”) automatically convert into a number of units/shares of Equity Securities equal to the quotient obtained by dividing (x) the Indebtedness by (y) a price per unit/share equal to 80% of the price per unit/share price of the Equity Securities, rounded down to the nearest whole unit/share, or (ii) demand by written notice to Borrower that an amount equal to the Prepayment Amount be due and payable by Borrower to Holder.

(b)           Optional Conversion Procedure.  Before the Holder shall be entitled to convert this Note into Equity Securities pursuant Section 2.1(a), it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to Section 2.1, and shall state therein the name or names in which the certificate or certificates for units/shares of Equity Securities are to be issued, if such units are then certificated, as the case may be.  The Company shall, as soon as practicable thereafter, issue and deliver to the Holder a certificate or certificates for the number of units/shares of Equity Securities to which the Holder shall be entitled upon conversion, if in the case of units, such units are then certificated (bearing such legends as are required by the applicable Equity Securities purchase agreement, and applicable state and federal securities laws in the opinion of counsel to the Company), and any other securities and property to which Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described in Section 2.2.  The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note, and the person or persons entitled to receive the units/shares upon such conversion shall be treated for all purposes as the record holder or holders of such shares of units/stock as of such date.

2.2          Payment for Fractional Shares/Units.  No fractional units/shares shall be issued upon conversion of this Note.  In lieu of any fractional units/shares to which the holder would otherwise be entitled, the Borrower shall pay cash equal to the product of such fraction multiplied by the unit/share price (subject to adjustment for units splits, dividends, and recapitalizations).

3.           Acceleration Events.  Any of the following events are “Acceleration Events”:

3.1          Other than the Merger Closing or similar transaction effected pursuant to the Merger Agreement, a liquidation, dissolution, or winding up of Borrower, whether voluntary or involuntary and under this Section 3.1, the following events shall be not be considered a liquidation: (i) any consolidation or merger of Borrower with or into any other corporation or other entity or person, or any other corporate reorganization, in which the unit holders of Borrower immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of Borrower’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which Borrower is a party in which in excess of fifty percent (50%) of Borrower’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of Borrower; or (ii)  any transaction or series of related transactions, other than the Offering, in which more than fifty percent (50%) of the voting power of the Borrower is disposed.

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3.2          Borrower's breach of the obligation to pay any material amount payable hereunder on the date that it is due and payable; or

3.3          Borrower's institution of proceedings against it, or Borrower's filing of a petition or answer or consent seeking reorganization or release, under the federal Bankruptcy Code, or any other applicable federal or state law relating to creditor rights and remedies, or Borrower's consent to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of Borrower or of any substantial part of its property, or Borrower's making of an assignment for the benefit of creditors, or the taking of corporate action in furtherance of such action.

4.           Representations of Holder.

4.1          Authority. Holder represents that it has full right, power and authority to enter into the transactions contemplated by this Note and to perform his obligations hereunder.  This Note, when executed and delivered by the Holder, will constitute a valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditor's rights and the availability of the remedy of specific performance.

                4.2         Purchase Entirely for Own Account.  This Note is issued in reliance upon Holder’s representation to the Borrower and Holder hereby confirms, that this Note is acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Holder has no present intention of selling, granting any participation in, or otherwise distributing the same.  By countersigning this Note, Holder further represents and warrants that Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to this Note.

4.3          Disclosure of Information.  The Holder represents that it has had an opportunity to ask questions and receive answers from the Borrower regarding the terms and conditions of this Note, the properties, prospects and financial condition of the Borrower.

4.4          Accredited Investor.  The Holder represents and warrants that it is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities and Exchange Commission.  The Holder is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Borrower.  The Holder understands that an investment in the Borrower entails a very high degree of risk and there can be no assurance that the Borrower will be successful.

4.5          Economic Risk; Disclosure.  The Holder recognizes and understands that an investment in the securities acquired pursuant to this Agreement is highly speculative and involves substantial economic risk.  The Holder further acknowledges that it is able to fend for itself in the transactions contemplated by this Note and has the ability to bear the economic risks of its investment pursuant to this Agreement, including a complete loss of such investment.  The Holder acknowledges that it has had an opportunity to discuss the business, affairs and current prospects of the Borrower with its officers.

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4.6          Investment Experience.  The Holder has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in its Securities.  The Holder understands that an investment in the Borrower entails a very high degree of risk and there can be no assurance that the Borrower will be successful.  The Holder also represents and warrants it has not been organized for the purpose of acquiring this Note and the Equity Securities that may be issuable upon conversion thereof.

5.           No Other Indebtedness.  While any part of the Indebtedness under this Note remains unpaid and outstanding, the Company shall not, without the prior written consent of the Holder, create, incur, or have outstanding any indebtedness for borrowed money.

6.            Miscellaneous Provisions.

6.1          Notices.  All notices which any party to this Note may be required or may desire to serve on any other party shall be in writing and may be delivered by personal service, sent by facsimile with confirmation of receipt or sent by registered or certified mail, return receipt requested, with postage thereon fully prepaid.  Service of any such notice made by mail shall be deemed complete on the date of actual delivery as shown by the addressee’s registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier in time.  Any such communications to the holder of record shall be sent to the address appearing on the books of the Borrower.

6.2          Entire Agreement.  This Note constitutes the entire agreement and understanding among the parties with regard to its subject matter, is a complete and exclusive statement of the terms and conditions thereof, and supersedes, merges, and renders void any and all prior agreements or understandings among them relating to the same subject matter.

6.3          Waiver; Investor’s Rights.  No waiver of any term, provision or condition of this Note, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Note, unless such waiver so provides expressly by its terms.  In any action on this Note, Holder need not produce or file the original of this Note, but need only file a photocopy of this Note certified by Holder to be a true and correct copy of this Note in all material respects.

6.4          Assignment; Binding on Successors and Assigns.  This Note shall not be assigned, transferred or otherwise conveyed by either party, except with the prior written consent of the non-transferring party.  This Note and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties.

6.5          Survival.  The representations and warranties given herein shall survive the execution of this Note.

6.6          Headings; Governing Law.  The descriptive headings in this Note are inserted for convenience only and do not constitute a part of this Note. This Note shall be interpreted under the laws of the State of Delaware (without giving effect to the conflict of law principles thereof) as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware

6.7          Severability.  Whenever possible each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is prohibited by or invalid under applicable law, it shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provisions of this Note.

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6.8          Amendment Provisions.  This Note may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by Borrower and Holder.

6.9          Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has duly caused this Note to be signed in its name and on its behalf by its duly authorized officer as of the date hereinabove written.

ANDOVER GAMES, LLC
a Delaware limited liability company
By:
Name:	Craig dos Santos
Title:	CEO

AGREED AND ACCEPTED:

ASCEND ACQUISITION CORP.

a Delaware corporation

By:
Name:	Jonathan Ledecky
Title:	Chief Executive Officer

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EX-10.4

ESCROW AGREEMENT

ESCROW AGREEMENT (“Agreement”) dated _________, 2011 by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Craig dos Santos as the representative (the “Representative”) of the former members (the “Members”) of Andover Games, LLC, a Delaware limited liability company (“Andover”), Jonathan J. Ledecky, acting as the committee (the “Committee”) representing the interests of Ascend, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).  Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Ascend, Ascend Merger Sub, LLC (“Merger Sub”), Andover and certain of the Members are parties to Merger Agreement and Plan of Reorganization, dated as of December 30, 2011 (the “Merger Agreement”), pursuant to which Merger Sub has merged with and into Andover with Andover surviving the merger and becoming a wholly-owned subsidiary of Ascend.  Pursuant to the Merger Agreement, Ascend is to be indemnified in certain respects by the Members.  The parties desire to establish an escrow fund as collateral security for the foregoing indemnification obligations.  The Representative has been designated pursuant to the Merger Agreement to represent the Members and each Permitted Transferee (as hereinafter defined) of the Members (the Members and all such Permitted Transferees are hereinafter referred to collectively as the “Owners”), and to act on their behalf for purposes of this Agreement.

The parties agree as follows:

1.           (a)            Concurrently with the execution hereof, an aggregate of ______ shares of Ascend Common Stock [five percent (5%) of the shares of Ascend Common Stock to be issued to the Members at Closing] issued to the Members and delivered to them at the Closing pursuant to the Merger Agreement, which shall be allocated among the Members in accordance with the allocation set forth on Schedule 1(a) attached hereto,together with five (5) stock powers signature medallion guaranteed from each Member separate from the share certificates executed in blank by each such Member to be held in escrow pursuant to the terms of this Agreement and Section 1.10of the Merger Agreement.  The shares of Ascend Common Stock represented by the stock certificates so delivered to the Escrow Agent are herein referred to in the aggregate as the “Escrow Fund.”  The Escrow Agent shall maintain a separate account for each Member, and, subsequent to any transfer permitted pursuant to Paragraph 1(e) hereof, each Owner’s, portion of the Escrow Fund.

(b)           The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund solely pursuant to the terms and conditions hereof.  The Escrow Agent shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Ascend. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the entire Escrow Fund in accordance with this Agreement.

(c)           Except as herein provided, the Owners shall retain all of their rights as stockholders of Ascend with respect to the shares of Ascend Common Stock constituting the Escrow Fund during the period the Escrow Fund is held by the Escrow Agent (the “Escrow Period”), including, without limitation, the right to vote their shares of Ascend Common Stock included in the Escrow Fund.

(d)           During the Escrow Period, all dividends payable in cash with respect to the shares of Ascend Common Stock then contained in the Escrow Fund shall be paid to the Owners, but all dividends payable in shares or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Escrow Fund” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

(e)           During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the shares of Ascend Common Stock in the Escrow Fund except (i) to a “Permitted Transferee” (as hereinafter defined), (ii) by virtue of the laws of descent and distribution upon death of any Owner, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement.  As used in this Agreement, the term “Permitted Transferee” shall include: (x) members of a Member’s “Immediate Family” (as hereinafter defined); (y) an entity in which (A) a Member and/or members of a Member’s Immediate Family beneficially own 100% of such entity’s voting and non-voting equity securities, or (B) a Member and/or a member of such Member’s Immediate Family is a general partner and in which such Member and/or members of such Member’s Immediate Family beneficially own 100% of all capital accounts of such entity; and (z) a revocable trust established by a Member during his lifetime for the benefit of such Member or for the exclusive benefit of all or any of such Member’s Immediate Family.  As used in this Agreement, the term “Immediate Family” means, with respect to any Member, a spouse, lineal descendants, the spouse of any lineal descendant, and brothers and sisters (or a trust, all of whose current beneficiaries are members of an Immediate Family of the Member).  In connection with and as a condition to each permitted transfer, the Permitted Transferee shall deliver to the Escrow Agent a stock power signature medallion guaranteed separate from the stock certificate executed by the transferring Member or where applicable, an order of a court of competent jurisdiction, evidencing the transfer of shares to the Permitted Transferee, together with five (5) stock powers signature medallion guaranteed separate from the stock certificate executed in blank by the Permitted Transferee with respect to the shares transferred to the Permitted Transferee.  Upon receipt of such documents, the Escrow Agent shall deliver to Ascend’s transfer agent the original share certificate out of which the assigned shares are to be transferred, together with the executed stock power signature medallion guaranteed separate from the share certificate executed by the transferring stockholder, or a copy of the applicable court order, and shall request that Ascend issue new certificates representing (m) the number of shares, if any, that continue to be owned by the transferring Member, and (n) the number of shares owned by the Permitted Transferee as the result of such transfer.  Ascend, the transferring Member and the Permitted Transferee shall cooperate in all respects with the Escrow Agent in documenting each such transfer and in effectuating the result intended to be accomplished thereby.  During the Escrow Period, no Owner shall pledge or grant a security interest in such Owner’s shares of Ascend Common Stock included in the Escrow Fund or grant a security interest in such Owner’s rights under this Agreement.

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2.           (a)           Ascend, acting through the Committee, which has been appointed by Ascend to take all necessary actions and make all decisions on behalf of Ascend with respect to its rights to indemnification under Article VII of the Merger Agreement, may make a claim for indemnification pursuant to the Merger Agreement (“Indemnification Claim”) against the Escrow Fund by giving notice (a “Notice”) to the Representative (with a copy to the Escrow Agent) specifying (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance.  The Committee also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Representative.

(b)           If the Representative shall give a notice to the Committee (with a copy to the Escrow Agent) (a “Counter Notice”), within 30 days following the date of receipt (as specified in the Committee’s certification) by the Representative of a copy of the Notice, disputing whether the Indemnification Claim is indemnifiable under the Merger Agreement, the Committee and the Representative shall attempt to resolve such dispute by voluntary settlement as provided in paragraph 2(c) below. If no Counter Notice with respect to an Indemnification Claim is received by the Escrow Agent from the Representative within such 30-day period, the Indemnification Claim shall be deemed to be an Established Claim (as hereinafter defined) for purposes of this Agreement.

(c)           If the Representative delivers a Counter Notice to the Escrow Agent, the Committee and the Representative shall, during the period of 60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given.  If the Committee and the Representative shall reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof.  If the Committee and the Representative shall be unable to reach a settlement with respect to a dispute, such dispute shall be resolved by arbitration pursuant to paragraph 2(d) below.

(d)           If the Committee and the Representative cannot resolve a dispute prior to expiration of the 60-day period referred to in paragraph 2(c) above (or such longer period as the parties may have agreed to in writing), then such dispute shall be submitted (and either party may submit such dispute) to a single arbitrator for arbitration before the American Arbitration Association (“AAA”) in accordance with its rules.. The Committee and the Representative shall attempt to agree upon an arbitrator; if they shall be unable to agree upon an arbitrator within 10 days after the dispute is submitted for arbitration, then either the Committee or the Representative, upon written notice to the other, may apply for appointment of such single arbitrator by the AAA in accordance with its rules.  Each party shall pay its own fees and expenses for the arbitration, except that any costs and charges by the AAA and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator.  The arbitrator shall render his decision within 90 days after his appointment.  Such decision and award shall be in writing and shall be final and conclusive on the parties, and counterpart copies thereof shall be delivered to each of the parties.  Judgment may be obtained on the decision of the arbitrator so rendered in any court having jurisdiction, and may be enforced in any such court.  If the arbitrator shall fail to render his decision or award within such 90-day period, either the Committee or the Representative may apply to any Delaware state court sitting in New Castle County, Delaware, or any federal court sitting in such county then having jurisdiction, by action, proceeding or otherwise, as may be proper to determine the matter in dispute consistently with the provisions of this Agreement.  The parties consent to the exclusive jurisdiction of the Delaware state courts sitting in New Castle County or any federal court having jurisdiction and sitting in such county for this purpose. The prevailing party (or either party, in the case of a decision or award rendered in part for each party) shall send a copy of the arbitration decision or of any judgment of the court to the Escrow Agent.

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(e)           As used in this Agreement, “Established Claim” means any (i) Indemnification Claim deemed established pursuant to the last sentence of paragraph 2(b) above, (ii) Indemnification Claim resolved in favor of Ascend by settlement pursuant to paragraph 2(c) above, resulting in a dollar award to Ascend, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to paragraph 2(d) above, resulting in a dollar award to Ascend, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that the Committee and the Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement; provided that, subject to the terms of the Merger Agreement, notwithstanding anything herein, no Indemnification Claim shall become an Established Claim unless and until the aggregate amount of indemnification Losses (as defined in the Merger Agreement), as set forth in Section 7.4(c) of the Merger Agreement, exceeds $500,000 (the “Deductable”), in which event the amount of such Established Claim(s) in excess of $500,000 shall be payable.

(f)           (i)           Promptly after an Indemnification Claim becomes an Established Claim, the Committee and the Representative shall jointly deliver a notice to the Escrow Agent (a “Joint Notice”) directing the Escrow Agent to pay to Ascend, and the Escrow Agent promptly shall pay to Ascend, an amount of Escrow Shares, subject to the provisions of Sections 2(f)(ii) and (iii), equal to (subject to the Deductable described in Section 2(e) above and Section 7.4(c) of the Merger Agreement) the aggregate dollar amount of the Established Claim (or, if at such time there remains in the Escrow Fund less than the full amount so payable, the full amount remaining in the Escrow Fund).

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(ii)         Payment of an Established Claim shall be made from Escrow Shares pro rata from the accounts maintained on behalf of each Owner.  For purposes of each payment, such shares shall be valued at the “Fair Market Value” (as defined below).  However, in no event shall the Escrow Agent be required to calculate Fair Market Value or make a determination of the number of shares to be delivered to Ascend in satisfaction of any Established Claim; rather, such calculation shall be included in and made part of the Joint Notice.  The Escrow Agent shall transfer to Ascend out of the Escrow Fund that number of shares of Ascend Common Stock necessary to satisfy each Established Claim, as set out in the Joint Notice.  Any dispute between the Committee and the Representative concerning the calculation of Fair Market Value or the number of shares necessary to satisfy any Established Claim, or any other dispute regarding a Joint Notice, shall be resolved between the Committee and the Representative in accordance with the procedures specified in paragraph 2(d) above, and shall not involve the Escrow Agent.   Each transfer of shares in satisfaction of an Established Claim shall be made by the Escrow Agent delivering to Ascend one or more stock certificates held in each Owner’s account evidencing not less than such Owner’s pro rata portion of the aggregate number of shares specified in the Joint Notice, together with stock powers signature medallion guaranteed separate from the stock certificate executed in blank by such Owner and completed by the Escrow Agent in accordance with instructions included in the Joint Notice.  Upon receipt of the stock certificates and stock powers, Ascend shall deliver to the Escrow Agent new certificates representing the number of shares owned by each Owner after such payment.  The parties hereto (other than the Escrow Agent) agree that the foregoing right to make payments of Established Claims in shares of Ascend Common Stock may be made notwithstanding any other agreements restricting or limiting the ability of any Owner to sell any shares of Ascend Common Stock or otherwise.  The Committee and the Representative shall be required to exercise utmost good faith in all matters relating to the preparation and delivery of each Joint Notice.  As used in this Section 2, “Fair Market Value” means the average reported closing price for the shares of Ascend Common Stock for the ten trading days ending on the last trading day prior to (x) the day the Established Claim is paid with respect to Indemnification Claims paid on or before the fifth Business Day after Ascend files its Annual Report on Form 10-K for the fiscal year ending December 31, 2011 (the “Escrow Termination Date”), and (y) the Escrow Termination Date with respect to shares constituting the Pending Claims Reserve (as hereinafter defined) on the Escrow Termination Date.

(iii)        Notwithstanding anything herein to the contrary, at such time as an Indemnification Claim has become an Established Claim, each Owner shall have the right to substitute for his, her or its Escrow Shares that otherwise would be paid in satisfaction of such claim (the “Claim Shares”) with cash in an amount equal to the Fair Market Value of the Claim Shares (“Substituted Cash”).  In such event (i) the Joint Notice shall include a statement describing the substitution of Substituted Cash for the Claim Shares, and (ii) substantially contemporaneously with the delivery of such Joint Notice, the Representative shall cause currently available funds to be delivered to the Escrow Agent in an amount equal to the Substituted Cash.  Upon receipt of such Joint Notice and Substituted Cash, the Escrow Agent shall (y) in payment of the Established Claim described in the Joint Notice, deliver the Substituted Cash to Ascend in lieu of the Claim Shares, and (z) cause the Claim Shares to be returned to the Representative on behalf of the applicable Owner.

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3.           On the first Business Day after the Escrow Termination Date, upon receipt of a Joint Notice, the Escrow Agent shall distribute and deliver to each Owner share certificates representing the shares of Ascend Common Stock then in such Owner’s account in the Escrow Fund, unless at such time there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 2 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Ascend, would result in a payment to Ascend, in which case the Escrow Agent shall retain, and the total amount of such distributions to such Owner shall be reduced by, the “Pending Claims Reserve” (as hereafter defined).  The Committee shall certify to the Escrow Agent the number of shares of Ascend Common Stock to be retained therefor.  Thereafter, if any Pending Claim becomes an Established Claim, the Committee and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to Ascend an amount in respect thereof determined in accordance with Section 2(f) above, and to deliver to each Owner shares of Ascend Common Stock then in such owner’s account in the Escrow Fund, all as specified in a Joint Notice. If any Pending Claim is resolved against Ascend, the Committee and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner the amount by which the remaining portion of his account in the Escrow Fund exceeds the then Pending Claims Reserve.  Upon resolution of all Pending Claims, the Committee and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to such Owner the remaining portion of his or her account in the Escrow Fund.  As used in this Section 3, the “Pending Claims Reserve” shall mean, at the time any such determination is made, that number of shares of Ascend Common Stock in the Escrow Fund having a Fair Market Value equal to the sum of the aggregate dollar amounts claimed to be due with respect to all Pending Claims (as shown in the Notices of such Claims) and “Fair Market Value” means the average reported closing price for the shares of Ascend Common Stock for the ten trading days ending on the last trading day prior to the day of such determination.

4.           The Escrow Agent, the Committee and the Representative shall cooperate in all respects with one another in the calculation of any amounts determined to be payable to Ascend and the Owners in accordance with this Agreement and in implementing the procedures necessary to effect such payments.

5.           (a)           The Escrow Agent undertakes to perform only such duties as are expressly set forth herein.  It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity.

(b)           The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

(c)           The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Ascend pursuant to the terms of this Agreement or, if such notice is disputed by the Committee or the Representative, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Ascend the amount specified in such notice, if any, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice.

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(d)           The Escrow Agent shall not be liable for any action taken by it in good faith, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 5(f), below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

(e)           The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by giving the other parties hereto written notice of such resignation.  Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Fund to a successor escrow agent appointed jointly by the Committee and the Representative.  If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Fund with any court it reasonably deems appropriate.

(f)           Indemnification of Escrow Agent.

(i)           From and at all times after the date of this Agreement, Ascend shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable fees, costs and expenses of one outside counsel (but not internal counsel)) (collectively, “Losses”) actually incurred by any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including, without limitation, Ascend, Andover or the Members, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for (i) any Losses to the extent they are finally determined by a court of competent jurisdiction, subject to no further appeal, to be attributable to the gross negligence or willful misconduct of such Indemnified Party or (ii) any settlements entered into by an Indemnified Party without Ascend’s written consent which shall not be unreasonably withheld.

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(ii)           If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Representative, Ascend and the Committee in writing, and Ascend shall assume the defense thereof, including the employment of counsel and the payment of all reasonable expenses.  Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Ascend shall be required to pay such reasonable fees and expenses if (i) Ascend agrees to pay such reasonable fees and expenses, (ii) Ascend shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable determination of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, (iii) Ascend, Andover, or the Members are the plaintiff in any such action or proceeding or (iv) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both the Indemnified Party and any of Ascend, Andover and/or the Members, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Ascend, the Members or Andover.  All such reasonable fees and expenses payable by Ascend pursuant to the immediately preceding sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim.  The Losses of the Indemnified Parties shall be payable by Ascend.  The obligations of Ascend under this Section 5(f) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent and shall be independent of any obligation of the Escrow Agent.

(g)           The Escrow Agent shall be entitled to reasonable compensation from Ascend for all services rendered by it hereunder as set forth on Schedule 5(g) hereto.  The Escrow Agent shall also be entitled to reimbursement from Ascend for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all reasonable counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

(h)           From time to time on and after the date hereof, the Committee and the Representative shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

6.           This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

7.           This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, assigns and legal representatives and shall be governed by and construed in accordance with the law of New York applicable to contracts made and to be performed therein.  This Agreement cannot be changed or terminated except by a writing signed by the Committee, the Representative and the Escrow Agent.

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8.           All disputes arising under this Agreement between the Committee and the Members, including a dispute arising from a party’s failure or refusal to sign a Joint Notice or to deliver any notice or other document required hereunder, shall be submitted to arbitration in the same manner as disputes under the Merger Agreement are to be arbitrated pursuant to Section 10.8 thereof. The Committee and the Members each hereby consent to the exclusive jurisdiction of the federal and state courts sitting in New York County, New York, with respect to any claim or controversy arising out of this Agreement. Service of process in any action or proceeding brought against the Committee or the Members in respect of any such claim or controversy may be made upon it by registered mail, postage prepaid, return receipt requested, at the address specified in Section 9, with copies delivered by nationally recognized overnight carrier to Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, N.Y. 10174-1901, Attention:  David Alan Miller, Esq., and to Greenberg Traurig LLP, 1900 University Ave., 5th Floor, East Palo Alto, CA 94303, Attention:   Todd Rumberger, Esq.

9.           All notices and other communications under this Agreement shall be in writing and shall be deemed given if given by hand or delivered by nationally recognized overnight carrier, or if given by telecopier and confirmed by mail (registered or certified mail, postage prepaid, return receipt requested), to the respective parties as follows:

A.	If to the Committee, to it at:
	Jonathan Ledecky
	970 West Broadway, PMB 402
	Jackson, Wyoming 83001
	Telecopier No.: __________
	with a copy to:
	Graubard Miller
	The Chrysler Building
	405 Lexington Avenue
	New York, New York  10174-1901
	Attention:  David Alan Miller, Esq.
	Telecopier No.: 212-818-8881
B.	If to the Representative, to it at:
	Craig dos Santos
	Telecopier: _________
	with a copy to:
	Greenberg Traurig LLP
	1900 University Ave., 5th Floor
	East Palo Alto, CA 94303
	Attention:   Todd Rumberger, Esq.
	Telephone: 650-814-9367
	Telecopy: 650-328-8508

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C.	If to the Escrow Agent, to it at:
	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attention: Mark Zimkind
	Telecopier No.: 212-509-5150
D.	If to Ascend, to it at:
	Ascend Acquisition Corp.
	970 West Broadway, PMB 402
	Jackson, Wyoming 83001
	Telecopier No.: ______________
	with a copy to:
	Graubard Miller
	The Chrysler Building
	405 Lexington Avenue
	New York, New York  10174-1901
	Attention:  David Alan Miller, Esq.
	Telecopier No.: 212-818-8881

or to such other person or address as any of the parties hereto shall specify by notice in writing to all the other parties hereto.

10.         (a)           All notices delivered to the Escrow Agent shall refer to the provision of this Agreement under which such notice is being delivered and, if applicable, shall clearly specify the aggregate dollar amount due and payable to Ascend.

(b)           This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

(c)           When reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise specified.

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[Signatures are on following page]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date first above written.

ASCEND ACQUISITION CORP.

By:

Name:

Title:

THE REPRESENTATIVE:

Craig Dos Santos

COMMITTEE:

Jonathan J. Ledecky

ESCROW AGENT:

CONTINENTAL STOCK TRANSFER &

TRUST COMPANY

By:

Name:

Title:

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Schedule 1(a)

ESCROW SHARES ALLOCATION

Name	Address	Escrow
Total

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Schedule 5(g)

Amount	Description
$___ per month	From the date hereof until the termination of the Escrow Agent’s duties pursuant to Section 1(b).

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EX-10.5

EMPLOYMENT AGREEMENT

AGREEMENT dated as of ________, 2012 between Craig dos Santos, residing at _________________ (“Executive”), and ASCEND ACQUISITION CORP., a Delaware corporation having its principal office at _______________ (“Company”);

WHEREAS, Executive is currently serving as the Chief Executive Officer of Andover Games, LLC (“Andover Games”);

WHEREAS, the Company has entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) dated as of December 30, 2011, by and among the Company, Ascend Merger Sub, LLC (“Merger Sub”), Andover Games and the members of Andover Games, pursuant to which Merger Sub will be merged with and into Andover Games  (the “Merger”);

WHEREAS, the Company desires to enter into a new employment agreement with Executive to take effect upon consummation of the Merger (the “Commencement Date”); and

WHEREAS, Executive is willing to enter into such employment agreement on the terms, conditions and provisions hereinafter set forth.

IT IS AGREED:

1. Employment, Duties and Acceptance.

1.1     General.  The Company hereby agrees to the continued employment of Executive as its Chief Executive Officer (“CEO”), effective on the Commencement Date.  All of Executive’s powers and authority in any capacity shall at all times be subject to the direction and control of the Company’s Board of Directors.  The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with Executive’s status as CEO.  The Company and Executive acknowledge that Executive’s primary functions and duties as CEO are set forth in Exhibit A.

1.2     Full-Time Position.  Executive accepts such employment and agrees to devote substantially all of his business time, energies and attention to the performance of his duties hereunder.  Nothing herein shall be construed as preventing Executive from making and supervising personal investments, provided they will not interfere with the performance of Executive’s duties hereunder.

1.3     Location.  The Company will maintain its principal executive offices within a thirty (30) mile radius of its current location in ___________, _________.  Executive shall undertake such occasional travel, within or outside the United States, as is reasonably necessary in the interests of the Company.

2.           Term.  The term of Executive’s employment hereunder shall commence on the Commencement Date and shall continue until two years (“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive.  Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an “at will” basis and the provisions of Sections 4.4 and 4.6(c) shall no longer be in effect.

3. Compensation and Benefits.

3.1     Salary.  The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of $225,000.  Executive’s compensation shall be paid in equal, periodic installments in accordance with the Company’s normal payroll procedures.

3.2     Benefits.  Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions.

3.3     Vacation.  Executive shall be entitled to such paid vacation days in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy.

3.4     Expenses.  The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures.

4. Termination.

4.1     Death.  If Executive dies during the Term, Executive’s employment hereunder shall terminate and the Company shall pay to Executive’s estate the amount set forth in Section 4.6(a).

4.2     Disability.  The Company, by written notice to Executive, may terminate Executive’s employment hereunder if Executive shall fail because of illness or incapacity to render services of the character contemplated by this Agreement for six (6) consecutive months.  Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(a).

4.3     By Company for “Cause”.  The Company, by written notice to Executive, may terminate Executive’s employment hereunder for “Cause”.  As used herein, “Cause” shall mean: (a) the refusal or failure by Executive to carry out specific directions of the Board which are of a material nature and consistent with his status as CEO (or whichever positions Executive holds at such time), or the refusal or failure by Executive to perform a material part of Executive’s duties hereunder; (b) the commission by Executive of a material breach of any of the provisions of this Agreement; (c) fraud or material dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates (“dishonest” for these purposes shall mean Executive’s knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (d) the conviction of Executive of a felony under federal or state law.  Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Executive’s acts described in clauses (a) or (b) above, unless the Company shall have given written notice to Executive within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period.  Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(b).

4.4     By Executive for “Good Reason”.  The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists.  For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent:  (a) a substantial and material adverse change in the nature of Executive’s title, duties or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); provided, however, that in the event of a “Change in Control” (as defined below), no Demotion shall be deemed to have occurred as long as Executive shall remain as the Company’s principal executive officer, notwithstanding title; (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company.  Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above.  Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c).  “Change in Control” shall mean the acquisition, by any person or entity other than the Company and/or any officers or directors of the Company as of the date of this Agreement, of securities of the Company (in one or more transactions) having 50% or more of the total voting power of all the Company’s securities than outstanding.

4.5     By Company Without “Cause”.  The Company may terminate Executive’s employment hereunder without “Cause” by giving at least thirty (30) days written notice to Executive. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c); provided, however, that if such notice is given more than 18 months after a Change in Control, the Company shall pay to Executive only the amount set forth in Section 4.6(b).

4.6     Compensation Upon Termination.  In the event that Executive’s employment hereunder is terminated, the Company shall pay to Executive the following compensation:

(a)       Payment Upon Death or Disability.  In the event that Executive’s employment is terminated pursuant to Sections 4.1 or 4.2, the Company shall no longer be under any obligation to Executive or his legal representatives pursuant to this Agreement except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements; and (iii) all accrued but unused vacation pay.

(b)       Payment Upon Termination by the Company For “Cause”.  In the event that the Company terminates Executive’s employment hereunder pursuant to Section 4.3, the Company shall have no further obligations to the Executive hereunder, except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements; and (iii) all unused vacation pay through the date of termination required by law to be paid.

(c)       Payment Upon Termination by Company Without Cause or by Executive for Good Reason.  In the event that Executive’s employment is terminated pursuant to Sections 4.4 or 4.5, the Company shall have no further obligations to Executive hereunder except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the end of the Term, payable in accordance with Section 3.1; (ii) all valid expense reimbursements; and (iii) all accrued but unused vacation pay.

(d)       Executive shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation paid or payable to Executive from sources other than the Company will not offset or terminate the Company’s obligation to pay to Executive the full amounts pursuant to this Agreement.

5. Protection of Confidential Information.

5.1     Acknowledgment.  Executive acknowledges that:

(a)       As a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”), including, without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”).

(b)       The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should divulge Confidential Information.

(c)       The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company.

5.2     Confidentiality.  Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by court order, subpoena or other government process.  If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Company and, at the Company’s expense, Executive shall:  (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.

5.3     Documents.  Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that Executive shall be entitled to retain copies of such documents reasonably necessary to document his financial relationship with the Company.

5.4     Injunctive Relief.  If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Section 5.2, the Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.  The rights and remedies enumerated in this Section 5.4 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.  In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’ fees and costs incurred by the prevailing party.

5.5     Modification.  If any provision of Section 5.2 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and such provision or provisions shall then be applicable in such modified form.

5.6     Survival.  The provisions of this Section 5 shall survive the termination of this Agreement for any reason.

6. Miscellaneous Provisions.

6.1     Notices.  All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when (i) delivered personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1.  All notices shall be deemed to have been given as of the date of personal delivery or mailing thereof.

If to Executive:

If to the Company:

With a copy in either case to:

6.2     Entire Agreement; Waiver.  This Agreement sets forth the entire agreement of the parties relating to the employment of Executive and is intended to supersede all prior negotiations, understandings and agreements.  No provisions of this Agreement may be waived or changed except by a writing by the party against whom such waiver or change is sought to be enforced.  The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision.

6.3     Governing Law.  All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of California applicable to agreements made and to be performed entirely in California.

6.4     Binding Effect; Nonassignability.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company.  This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding upon Executive’s heirs and legal representatives.

6.5     Severability.  Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.

6.6     Section 409A.  This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section 409A”).  To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A, the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

ASCEND ACQUISITION CORP.

By:

Craig dos Santos

EXHIBIT A

Duties: Craig dos Santos shall be responsible for the following duties and any other duties upon which Santos and the Company agree to in writing: (i) operate and manage the Company as CEO including but not limited to all aspects of day-to-day operations, (ii) recruiting (iii) leading game design and monetization and (iv) assistance with finance.

EX-10.6

PROMISSORY NOTE

$250,000.00 December 30, 2011

The undersigned, Ascend Acquisition Corp., a Delaware corporation (hereinafter called "Maker" or the “Corporation”), whose address for purposes hereof is 970 West Broadway, PMB 402, Jackson, Wyoming 83001, for value received, without grace, in the manner, on the dates and in the amounts herein stipulated, promises to pay to the order of Ironbound Partners Fund, LLC (hereinafter called "Payee"), at 970 West Broadway, PMB 402, Jackson, Wyoming 83001, or at such other place as Payee may hereafter designate, the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), in lawful money of the United States of America, with interest at the rate herein specified.

SECTION 1.  INTEREST ACCRUAL.  The unpaid principal amount from time to time outstanding hereunder shall bear interest from and after the date hereof until such amount is paid in full at a fixed rate per annum equal FIVE PERCENT (5%).  Interest on this Note shall be computed on the basis of a 365-day year for the actual number of days elapsed.

SECTION 2.  PAYMENT OBLIGATION AND PREPAYMENT.  The unpaid principal balance of this Note with all accrued but unpaid interest thereon shall be due and payable in full on the consummation by the Corporation of that certain Merger Agreement and Plan of Reorganization (“Merger Agreement”), dated December 30, 2011, by and among the Corporation, Ascend Merger Sub, LLC, Andover Games, LLC and the members of Andover Games, LLC, or, if the transactions contemplated by the Merger Agreement are not consummated, thereafter on DEMAND, or in the event there is no such demand, on or before midnight on fifth annual anniversary of the date of this Note (the “Maturity Date”).

The principal amount of this Note and all accrued interest thereon may be prepaid in cash at any time.  Any payment shall be applied first, to accrued interest, and second, to principal.  No further interest will accrue on the portion of this Note to be prepaid from and after the date fixed for prepayment if payment of the prepayment amount has been made or duly provided for.

At any time prior to the Maturity Date and prior to payment or redemption of this Note, and, in the event that the Corporation elects to redeem or pay this Note prior to maturity, within ten days after Payee’s receipt of any redemption or prepayment notice, Payee may at his sole discretion convert the entire principal amount of this Note, or any portion thereof, together with accrued and unpaid interest, if any, into shares of common stock of the Corporation (“Common Stock”) at the conversion price as defined in section 3.5 below, subject to adjustments as described below (the “Conversion Price”).  The right to convert this Note by Payee after it is called for redemption will terminate at the close of the tenth day following receipt by Payee of a redemption notice; provided that such period for Conversion may be extended by the Corporation at its sole and absolute discretion.

SECTION 3.  CONVERSION.

3.1           Conversion. If the transactions contemplated by the Merger Agreement are not consummated, on a date (the "Conversion Date") on which any amount remains outstanding on this Note and on whichPayee gives to Maker written notice that Payee wishes for the entire principal amount of this Note, or any portion thereof, together with accrued and unpaid interest, if any, to be converted into Maker’s Common, this Note shall, without any action required on the part of either Maker or Payee, automatically convert into, and Payee shall be entitled to receive in lieu of payment of the indebtedness evidenced hereby, a number of shares of Common Stock equal to the quotient of (a) a sum equal to the outstanding principal amount of and accrued interest on this Note that Maker desires to so convert, divided by (b) the "Conversion Price" (as defined in Section 3.5 below) in effect at the Conversion Date.

3.2           Issuance of Certificates. As promptly after the Conversion Date as reasonably practicable and after Payee’s surrender of this Note marked "Cancelled", Maker shall instruct its transfer agent to issue and deliver to Payee at the address of Payee set forth above, without any charge to Payee, a certificate or certificates (issued in the name of Payee) for the number of full shares of Common Stock of Maker issuable upon the conversion of this Note.

3.3           Status on Conversion. Upon conversion of this Note, Payee shall be deemed to have become the stockholder of record of the shares of Common Stock into which this Note is converted on the Conversion Date (unless the transfer books of Maker are closed on that date, in which event Payee shall be deemed to have become the stockholder of record on the next succeeding day on which the transfer books are open and the conversion shall be at the rate in effect on such date).

3.4           Elimination of Fractional Interests. No fractional shares of Common Stock shall be issued upon conversion of this Note, nor shall Maker be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share.

3.5           Conversion Price.

(a)           The initial Conversion Price of this Note shall be $0.05.

(b)           The Conversion Price shall be adjusted from time to time as follows: if Maker shall at any time after the date hereof (i) issue any shares of Common Stock by way of a dividend or other distribution on any stock of Maker and without consideration, or (ii) subdivide or combine its outstanding shares of Common Stock, the Conversion Price shall be adjusted (to the nearest full cent) by multiplying (x) the Conversion Price in effect immediately prior to the adjustment by (y) a fraction, the numerator of which is the total number of shares of Common Stock outstanding immediately before the issuance of shares, and the denominator of which is the total number of shares of Common Stock outstanding immediately after such issuance or sale.  For the purposes of any computation to be made in accordance with this Section 3, shares of Common Stock issuable by way of dividend or other distribution on any stock of Maker shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution.

3.6           Effect of Reclassification, Consolidation, Merger, etc.  In case of the reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from no par value to par value or vice versa, or as a result of a subdivision or combination), or in the case of any consolidation or merger of Maker with or into a corporation (other than a consolidation or merger into which Maker is the surviving corporation and which does not result in any reclassification or change of outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as described above), or in the case of a sale or conveyance to another corporation of all or substantially all of the assets of Maker, this Note shall be converted on the Conversion Date into the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock into which this Note might have been converted immediately before the time of determination of the stockholders of Maker entitled to receive such shares of stock and/or other securities or property. Maker shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of Payee to receive, the shares of stock and/or other securities or property provided for in this Section 3.6.

3.7           Certificate Concerning Adjusted Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 3, Maker promptly shall: (i) place on file at its principal executive office an officer's certificate signed by the chief financial officer or controller of Maker showing in appropriate detail the facts requiring such adjustment, the computation thereof, and the adjusted Conversion Price, and shall exhibit the certificate from time to time to Payee of this Note if Payee desires to inspect the same; and (ii) mail or cause to be mailed to Payee, in the manner provided for giving notice pursuant to this Note, a notice stating that such adjustment has been made and setting forth the adjusted Conversion Price.

3.8           Reservation and Listing of Shares for Issuance. Maker shall reserve and keep available out of its authorized and unissued shares of Common Stock, for the purpose of effecting the conversion of this Note, such number of its duly authorized shares as shall from time to time be sufficient to effect the conversion of this Note. Maker covenants that all shares of Common Stock issued upon conversion of this Note in compliance with the terms hereof will be duly and validly issued and fully paid and non-assessable.  As long as this Note shall be outstanding, Maker shall use its reasonable best efforts to cause all shares of Common Stock issuable upon conversion of this Note to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock is then listed, if any.

3.9           Investment Intent, Restrictions on Transfer, Legends etc. Payee acknowledges that this Note and the Common Stock to be issued upon conversion have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Note or any Common Stock issued upon conversion in the absence of (i) an effective registration statement under the Act as to this Note or the Common Stock and registration or qualification of this Note or the Common Stock under any applicable blue sky or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to Maker, that such registration and qualification are not required.  Without limiting the generality of the foregoing, unless the offering and sale of Common Stock issued upon conversion to be issued shall have been effectively registered under the Act, Maker shall be under no obligation to issue the shares covered by such conversion unless and until Payee shall have executed an investment letter in form and substance satisfactory to Maker, including a warranty at the time of such exercise that he is acquiring such shares for his own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event Payee shall be bound by the provisions of a legend to such effect on the certificate(s) representing Common Stock to be issued upon conversion.  In addition, without limiting the generality of the foregoing, Maker may delay issuance of Common Stock to be issued upon conversion until completion of any action or obtaining of any consent, which Maker believes necessary or advisable under any applicable law (including without limitation state securities or "blue sky" laws).

3.10         Registration Rights.  The Corporation hereby agrees that promptly after consummation by the Corporation of a merger, stock exchange, asset acquisition or other form of business combination, it shall file a registration statement covering the resale by the Payee of the shares of Common Stock issuable upon conversion of this Note and use its best efforts to have such registration statement declared effective by the Securities and Exchange Commission as soon as possible.

SECTION 4. DEFAULTS AND REMEDIES.

Time is of the essence concerning this Note.  If this Note is not timely paid at maturity, then Payee may institute in any court of competent jurisdiction an action for collection.  In such event, Maker agrees to pay all expenses incurred, including reasonable attorneys' fees, all of which shall become a part of the principal hereof.

Maker and each and all other liable parties expressly and specifically, (i) severally waive grace, presentment for payment, demand for payment, notice of intent to accelerate and notice of acceleration, notice of dishonor, protest and notice of protest, notice of nonpayment, and any and all other notices, the filing of suit and diligence in collecting this Note or enforcing any of the security herefor, (ii) severally agree to any substitution, subordination, exchange or release of any security held for the payment of this Note or any other obligation to Payee and release of any party primarily or secondarily liable hereon, (iii) severally agree that Payee shall not be required first to institute suit or exhaust Payee's remedies hereon against Maker or other parties liable hereon or to enforce Payee's rights against them or any security herefor in order to enforce payment of this Note by any of them, and (iv) severally agree to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them.

SECTION 5. MISCELLANEOUS.

The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this Note shall be affected thereby.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

IN WITNESS WHEREOF, the undersigned has set his hand hereunto as of as of the day and year first above written.

ASCEND ACQUISITION CORP.
By:	/s/ Jonathan J. Ledecky
	Jonathan J. Ledecky, Chief Executive Officer

EX-99.1

ASCEND ACQUISITION CORP. ANNOUNCES MERGER AGREEMENT WITH MOBILE GAMING COMPANY ANDOVER GAMES, LLC

Jackson, Wyoming (January 4, 2012)---Ascend Acquisition Corp. (“Ascend”) (OTCBB: ASCQ) today announced it has signed a definitive merger agreement with privately-held Andover Games, LLC (“Andover”). Andover is an emerging company in the rapidly growing mobile games sector. Andover owns interests in several mobile gaming properties and is directed by Ben Lewis, Lee Linden and Craig dos Santos.  Andover co-founders Ben Lewis and Lee Linden previously founded Tapjoy, a leader in paid app distribution with over 9,000 applications and 200 million global consumers. Co-founder Craig dos Santos led Playdom’s mobile gaming platform prior to Playdom’s sale to the Walt Disney Company.  Mr. dos Santos has agreed to continue to serve as Andover’s President and CEO following the merger.  Full biographies of the founding team can be found at the end of this press release.

Under the terms of the transaction, the owners of Andover will exchange their membership interests for 75% common stock ownership in Ascend following a private placement of up to $4 million in new Ascend securities.  It is expected that the private placement financing will be used to organically accelerate Andover’s mobile gaming platforms and game engines that are built around a reusable code base.  The financing may also be used to make strategic investments in human capital and select acquisitions to further its growth.

The transaction is expected to close on or before February 28, 2012. As part of the transaction, Ascend will provide Andover with $250,000 in bridge financing in part to complete the testing and market research of the company’s first wholly-owned property, “Dino Park.” Dino Park enables the user to build a theme park based on dinosaurs. The look and feel is designed to attract both male and female audiences. The user builds the park in size and grandeur by putting in food stations, buildings, and dinosaur attractions.  It is anticipated that Dino Park will be introduced on the Android platform in the first quarter of 2012.

Andover Games will also help launch the game “Spacecraft,” in which it owns a 46% equity interest.  Spacecraft has a space army theme in which the user can build up an army by creating mines, farms and barracks. The mines are used to harvest gold, which can be used to create more buildings. The farms allow harvesting of food, which is in turn used to train soldiers in the barracks.

Andover Games also owns minority equity stakes in four other gaming companies—Rotvig Labs (developer of “Spacecraft”), Game Closure, Ecko Code and Tumbleweed Technologies. These companies have developed a series of mobile games on both the iOS and Android platforms.

“We are excited about the opportunity to rapidly grow Andover through the use of Ascend’s public stock,” said Andover President Craig dos Santos. “Our ability to use  public stock as currency to attract and retain the top design and engineer talent in the mobile gaming space is critical at this time of accelerating industry growth.  We believe we will also be able to use both the public stock and the funds raised to acquire additional properties and companies that are emerging to meet the demands of consumers for new and exciting mobile gaming properties,” said Mr. dos Santos.

The biographies of Andover’s co-founders are:

CRAIG DOS SANTOS

In August 2009, Craig dos Santos started the mobile division of Playdom and served in numerous positions, most recently as executive producer, until October 2010.  Playdom focused on social games on Facebook and MySpace. While at Playdom, Craig grew the mobile team and launched games on iOS, Android and WebOS. As an early entrant into the mobile social games space, Craig helped Playdom launch Mobsters, Sorority Life and Social City, all of which were in the top 25 charts in the Apple App Store. Playdom also launched many other successful social games on Facebook before being sold to Disney for up to approximately $760 million in August 2010.

Prior to Playdom, Craig was at iLike from July 2008 until February 2009.  iLike was a launch partner during the first launch of the Facebook Platform.  At iLike, Craig was in charge of advertising monetization on applications and helped strike deals with Rhapsody, Ticketmaster, Comscore and Nielsen. iLike was sold to MySpace in 2009.

From 2002 to 2006, Craig worked at Microsoft, where he was on the Microsoft Passport and Microsoft Windows Core Security teams. He was responsible for some of the security features in Windows XP as well as Windows Vista.

Craig graduated from Rice University in 2003 with a Bachelors of Science in Electrical and Computer Engineering.

BEN LEWIS

Ben Lewis co-founded Tapjoy, a leader in mobile application distribution and monetization, in August 2008, with Lee Linden.  Tapjoy started out with a single iPhone game, TapDefense, which was downloaded more than 20 million times and helped launch the Tapjoy ads platform. The Tapjoy ads platform was a new way to monetize free mobile applications.   After reaching revenue of $1 million per month in March 2010, Tapjoy merged with Offerpal Media, which had a similar business model for Facebook traffic.

By March 2011, Tapjoy had 70 employees and was generating over $100 million in annualized revenue and an estimated 60 percent of paid app distribution.  Ben and Lee then left to pursue a new mobile opportunity called Karma Science, a San Francisco based mobile e-commerce company that makes products and services instantly giftable to millions of consumers from their smartphones.

Ben graduated from the University of Michigan with a Computer engineering degree in 2001.   He started his professional career at Microsoft from July 2002 to August 2003 as one of the founding engineers of the Xbox Live team.  He then returned to the University of Michigan to get his MBA.  After graduating from Michigan again, Ben went to pursue a career at Google as a Product Manager.  While at Google from July 2005 to January 2009, Ben managed many successful products including growing the Toolbar from 60 million to 200 million-plus users, managing the launch and growth of Google Checkout, adding sports scores to Search and other products, as well as winning two EMG awards for his work on client team products.

While at the University of Michigan, he also co-founded an internet company called Bidcentives with Lee Linden.

LEE LINDEN

Lee Linden co-founded (with Ben Lewis) Karma Science in March 2011 and Tapjoy in August 2008.  At Tapjoy, Lee led fundraising and drove business development until its merger with Offerpal Media in March 2010. He then helped grow the combined business to over $100 million in annual revenue, over 9,000 network applications, and the development of first party applications with over 45 million downloads. Prior to Tapjoy, Lee worked as an associate at Kleiner Perkins Caufield & Byers from February 2008 to the end of 2008 and was a key member of the iFund team, which has made investments in several leading mobile companies.  From June 2003 to May 2007, Lee worked in product development at Microsoft, leading engineering teams for both enterprise and consumer offerings including co-founding the Windows Home Server division. He is also the co-founder of ContestMachine (via YCombinator), a self-service online promotional marketing service with thousands of small business customers.  Lee also co-founded an internet company called Bidcentives with Ben Lewis.

Lee received a degree in computer engineering at the University of Michigan in 2003 and obtained an MBA from Stanford’s Graduate School of Business 2009.

Forward Looking Statements

This press release contains “forward-looking statements.”  These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.  Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.

The following factors, among others, could cause actual results to meaningfully differ from those set forth in the forward-looking statements:

·   Changing consumer preferences;

·   Changing smartphone technology;

·   Introduction of new gaming platforms;

·   Changing regulatory environments;

·   General economic conditions;

·   Anticipated financial impacts of the merger and related transactions;

·   The satisfaction of the closing conditions to the merger and related transactions; and

·   The timing of the completion of the merger and related transactions.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the control of Ascend and Andover Games and are difficult to predict. Factors that may cause such differences include, but are not limited to, the possibility that the expected growth will not be realized, or will not be realized within the expected time period, due to, among other things, general economic conditions or legislative and regulatory changes. Other factors include the possibility that the merger does not close, including due to the failure of satisfying all closing conditions.

The information set forth herein should be read in light of such risks.  Neither Ascend, nor Andover Games assumes any obligation to update the information contained in this press release.

A copy of the merger agreement and an investor presentation slide show has been filed today with the Securities and Exchange Commission. A copy of these filings can be found on the SEC website at www.sec.gov.

For Further Information Please Contact:

Jon Ledecky

Ascend Acquisition Corp.

(307) 633-2831

EX-99.2

Andover Games Merger with Ascend Acquisition Corp. 1

Disclosure Language THIS PRESENTATION IS BEING PRESENTED BY ASCEND ACQUISITION CORP. ("ASCEND" OR THE "COMPANY") AND ANDOVER GAMES, LLC ("ANDOVER GAMES"). THIS PRESENTATION CONTAINS "FORWARD - LOOKING STATEMENTS." THESE FORWARD - LOOKING STATEMENTS INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTED RESULTS. ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS "EXPECT," "ESTIMATE," "PROJECT," "BUDGET," "FORECAST," "ANTICIPATE," "INTEND," "PLAN," "MAY," "WILL," "COULD," "SHOULD," "BELIEVES," "PREDICTS," "POTENTIAL," "CONTINUE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD - LOOKING STATEMENTS. STATEMENTS REGARDING THE FOLLOWING SUBJECTS, AMONG OTHERS, ARE FORWARD - LOOKING BY THEIR NATURE: THE STATEMENTS: (I) REGARDING THE PROPOSED TERMS AND STRUCTURE OF THE PROPOSED TRANSACTION; (II) REGARDING ANDOVER GAMES’ OPERATIONS UPON CLOSING OF THE PROPOSED TRANSACTION; AND (III) ANDOVER GAMES’ PROPOSED BUSINESS STRATEGIES AND GOALS. NEITHER ASCEND NOR ANDOVER GAMES NOR ANY OF THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES OR ADVISORS UNDERTAKES ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD - LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE: UNCERTAINTIES AS TO THE TIMING OF THE PROPOSED TRANSACTION; THE SATISFACTION OF CLOSING CONDITIONS TO THE PROPOSED TRANSACTION; COSTS RELATED TO THE PROPOSED TRANSACTION; CHANGES IN ECONOMIC CONDITIONS GENERALLY; LEGISLATIVE AND REGULATORY CHANGES; AND THE DEGREE AND NATURE OF ANDOVER GAMES’ COMPETITION. ANDOVER GAMES’ FINANCIAL INFORMATION AND DATA CONTAINED IN THIS PRESENTATION IS UNAUDITED AND MAY NOT CONFORM TO SEC REGULATION S - X. ACCORDINGLY, SUCH INFORMATION AND DATA MAY BE ADJUSTED AND PRESENTED DIFFERENTLY IN ASCEND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION . THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY. NO WARRANTIES OF ANY KIND ARE GIVEN BY EITHER ASCEND OR ANDOVER WITH RESPECT TO THE ACCURACY, APPROPRIATENESS OR COMPLETENESS OF INFORMATION PROVIDED IN THIS PRESENTATION. NEITHER ASCEND NOR ANDOVER SHALL HAVE ANY LIABILITY TO READERS AS A RESULT OF SUCH INFORMATION. 2

Investment Highlights Andover Games (“Andover”) is an emerging player in the rapidly growing mobile gaming space Andover’s proposed merger with publicly traded Ascend Acquisition Corp (OTCBB: ASCQ) will enable it to accelerate its growth and become a market leader Andover’s management team and insiders have built and successfully exited two companies in the mobile gaming arena Andover plans to launch two new mobile games in Q1 - 2012 and use Ascend’s public currency to acquire additional titles and talent 3

Merger Overview Andover Games (“Andover”) will merge with Ascend Acquisition Corp (“Ascend”) in exchange for 75% of Ascend’s fully diluted stock following the merger. Andover shareholders and Ascend insiders have executed a lock - up agreement on their stock for 12 months post - closing. Ascend is offering up to $4 million in stock to qualified investors that will be registered post - closing. The equity raised will be used to launch two initial games: Dino Park and Spacecraft - and execute the business plan. 4

Evolution of Social Gaming Console PC & Subscription Free to Play Online Mobile 5

Mobile Gaming Space Growth is Accelerating Social gaming market expected to double in growth by 2014 with in - game sale of virtual goods and other promotions Over 1.1 billion users of social networks globally in 2011 will continue to grow to 1.6 billion by 2014 Mobile gaming will capture an increasing part of the $49 billion video game software market Mobile gaming is seen as capturing increasing share of global entertainment consumer market Mobile games will garner increasing attention from advertisers and corporate marketers Sources: IDC, In - Stat, Zynga 6

Andover Formula Fleet of high grossing mobile properties Grow economies of scale Leverage exclusive partnerships Best in class Leadership 7

Andover History Andover Games Founded in January 2011 Tapjoy Partnership formed in April 2011 Rotvig Labs, Infinitap, & Tumbleweed Joint Ventures formed. (Feb - May 2011) CAH & Somatone Partnerships formed. (Feb - May 2011) Game Closure & Ecko Code investments (May - Sept 2011) First Titles go into beta testing — Dino Park and Spacecraft in December 2011 8

Dino Park (live in b eta) 9

Spacecraft (live in b eta) 10

Team Expertise Created titles with a combined 50 million - plus mobile downloads Founded and grew the largest mobile application distribution network to over $100 million in revenue and 9,000 applications Forged partnerships with thousands of mobile developers including large game developers: EA, Zynga, Disney, etc. Well - connected and respected within the industry 11

Team: Craig dos Santos Craig launched the mobile division of Playdom, which became a social gaming leader on Facebook and My Space. Craig oversaw the development of mobile games on iOS, Android and WebOS platforms. Craig led the roll - out of Mobsters, Sorority Life and Social City at Playdom. All three games hit the top 25 performance charts in the Apple App Store . Playdom was sold to Disney for up to approximately $760 million in 2010. Craig also led monetization at iLike, which was a launch partner during the first launch of the Facebook platform . While at iLike, Craig struck deals with Rhapsody, Ticketmaster, Comscore and Nielsen. Craig also worked at Microsoft where he was on the Microsoft Passport and Microsoft Windows Core Security teams. Craig graduated from Rice University with a Bachelors of Science in Electrical and Computer Engineering . 12

Team: Benjamin Lewis Ben is co - founder with Lee Linden of Karma Science, a San Francisco based mobile e - commerce company that makes products and services instantly giftable to millions of consumers . Ben was co - founder with Lee Linden of Tapjoy, a leader in mobile application distribution and monetization. Tapjoy started with a single iPhone game, TapDefense, which was downloaded over 30 million times. Ben launched the Tapjoy platform, a much improved way to monetize free mobile applications. Ben was an early product manager at Google, managing many successful products including growing the Toolbar from 60 million to over 200 million users. Ben also managed the launch and growth of Google Checkout. Ben was also awarded two EMG awards for his work on client team products. Ben began his professional engineering career at Microsoft as one of the founding engineers of the Xbox Live team. Ben earned both a Computer engineering degree and MBA from the University of Michigan. 13

Team: Lee Linden Lee is co - founder of Karma Science, a San Francisco based mobile e - commerce company that makes products and services instantly giftable to millions of consumers . Lee was co - founder of Tapjoy, a leader in mobile application distribution and monetization. Lee led fundraising, drove business development, and merged the company with Offerpal Media in 2010. He then helped grow the combined business to over $ 100 million in annual revenue . Lee worked as an associate at Kleiner Perkins Caufield & Byers and was a key member of the iFund team, which has made investments in several leading mobile companies. Lee worked in product development at Microsoft, leading engineering teams for both enterprise and consumer offerings including co - founding the Windows Home Server division. Lee graduated with a degree in computer engineering at the University of Michigan and has an MBA from Stanford’s Graduate School of Business. 14

New Opportunities Economies of scale Industry consolidation New distribution channels Better analytics Cross - platform development Branded IP 15

Monetization: Developing Hit Games Leads to$1 - 2 million a month per hit game Millions of downloads if game hits 500,000 daily active users 5% paying user base $2/day per paying user 16

Distribution Cycle Build new title International launch for silent test Iterate game balance and mechanic Launch in the US after LTV threshold Small Marketing Efforts Tapjoy, Admob, Free - App - A - Day, and PR to rise charts ROI targeted approach Increase LTVs and brainstorm derivative titles 17

Andover’s Competitive Advantages Leadership has strong pattern recognition for hit games Relationships with key developers Partnerships with key distribution partners Deep expertise in game design 18

Andover’s Formula For Success Andover Leadership: Pioneers of the industry, experience in building mobile games. Build Scale : Leverage partnerships in distribution and monetization to attract developers to partner with or sell to us Relationships with thousands of developers Proprietary distribution partnerships Significant deal flow of investment and acquisition opportunities Acquire talent and content cost effectively Leadership, Partnerships and Scale Increased Revenues and Value of Network 19

7 to 8 digit revenue that are cash - flow positive Strong development talent 6 to 18 months of mobile gaming experience Reusable Software Assets 100,000+ daily active users Acquisition Target Criteria Acquire team prior to inflection point Rationalize support staff as needed Create mobile products that utilize the Free to Play model Leverage existing tools and IP Increase value of team 20

INVESTMENT HIGHLIGHTS Andover Games is an emerging player in the rapidly growing mobile gaming space Andover’s proposed merger with publicly traded Ascend Acquisition Corp (OTCBB: ASCQ) will enable it to accelerate its growth and become a market leader Andover’s management team and insiders have built and successfully exited two companies in the mobile gaming arena Andover plans to launch two new mobile games in Q1 - 2012 and use Ascend’s public currency to acquire additional titles and talent 21