Exhibit
10.01


 


EXECUTION
VERSION


 


ASSET
PURCHASE AGREEMENT


 


by and between


 


MGT SPORTS, INC.


 


and


 


RANDOM OUTCOME USA INC.


 


June 11, 2015


 




    	 



    	 



    

 


Table of
Contents


 


	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS; INTERPRETATION	1
	 	 	 	 
	 	1.1	Definitions	1
	 	1.2	Interpretation	5
	 	 	 	 
	2.	PRE-CLOSING AGREEMENTS	5
	 	 	 	 
	 	2.1	Conduct of the Business	5
	 	2.2	Offers of Employment	5
	 	2.3	Additional Listing Application	6
	 	 	 	 
	3.	PURCHASE AND SALE OF ASSETS	6
	 	 	 	 
	 	3.1	Purchase and Sale of Purchased Assets	6
	 	3.2	Liabilities Assumed and Not Assumed	7
	 	3.3	Cash Payment; Issuance of Common Stock	7
	 	3.4	Purchase Price; Allocation of the Purchase Price	7
	 	 	 	 
	4.	CLOSING	8
	 	 	 	 
	 	4.1	Closing	8
	 	4.2	Conditions to Closing	7
	 	4.3	Closing Deliverables and Actions	9
	 	4.4	Effect of Closing	10
	 	4.5	Termination	10
	 	4.6	Effect of Termination	10
	 	 	 	 
	5.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	11
	 	 	 	 
	 	5.1	Incorporation; Authority	11
	 	5.2	Execution; Validity of Agreement; Due Authorization	11
	 	5.3	Consents and Approvals; No Violations	11
	 	5.4	RO Shares and Escrow Shares	11
	 	5.5	Broker’s Fee	11
	 	 	 	 
	6.	REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE PURCHASED ASSETS	11
	 	 	 	 
	 	6.1	Incorporation; Authority	12
	 	6.2	Execution; Validity of Agreement; Due Authorization	12
	 	6.3	Consents and Approvals; No Violations	12
	 	6.4	Investment Representations	12
	 	6.5	Purchased Assets	13
	 	6.6	Litigation	13


 




    	 



    	 



    

 


	 	6.7	Employees	13
	 	6.8	Contracts	14
	 	6.9	Bankruptcy	14
	 	6.10	Compliance with Laws; Permits	14
	 	6.11	Intentionally Omitted	15
	 	6.12	Financial Statements	15
	 	6.13	Books and Records	15
	 	6.14	Consents and Approvals	15
	 	6.15	Broker’s Fee	16
	 	 	 	 
	7.	ADDITIONAL AGREEMENTS	16
	 	 	 	 
	 	7.1	Seller Noncompete and Non-Solicit	16
	 	7.2	Public Announcements	16
	 	7.3	Confidentiality	16
	 	7.4	Further Assurances	17
	 	7.5	Legend Removal	17
	 	7.6	Transition Services	17
	 	 	 	 
	8.	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION	17
	 	 	 	 
	 	8.1	Survival of Representations, Warranties and Covenants	17
	 	8.2	Indemnification Obligations of Seller	18
	 	8.3	Indemnification Obligations of RO	18
	 	8.4	Notification of Claims	18
	 	8.5	Objections to Claims for Indemnification	18
	 	8.6	Resolution of Conflicts.	18
	 	8.7	Investigation	19
	 	8.8	Third-Party Claims	19
	 	8.9	Limitations On Indemnification	20
	 	8.10	Release of Escrow Funds	20
	 	 	 	 
	9.	MISCELLANEOUS	20
	 	 	 	 
	 	9.1	Costs and Attorneys’ Fees	20
	 	9.2	Notices	20
	 	9.3	Entire Agreement	21
	 	9.4	Governing law; Consent to Jurisdiction	21
	 	9.5	Binding effect	21
	 	9.6	Waivers and Amendments	22
	 	9.7	Recitals, Exhibits and Schedules	22
	 	9.8	Headings	22
	 	9.9	Severability	22
	 	9.10	Specific Performance	22
	 	9.11	Fees and Expenses	22
	 	9.12	Legal Representation of the Parties	22
	 	9.13	Payment of Transfer Costs and Expenses	23
	 	9.14	No Third Party Beneficiaries	23
	 	9.15	Counterparts; Signatures	23


 




    	 



    	 



    

 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE
AGREEMENT (this “Agreement”) is dated as of June 11, 2015 (the “Agreement Date”), by
and between MGT Sports, Inc., a Delaware corporation (“MGT” or “Seller”), and Random Outcome USA
Inc., a Delaware corporation (“RO” or “Purchaser”, and together with Seller, the “Parties”).


 


RECITALS


 


WHEREAS, Seller is
the owner of a daily fantasy sports website called draftday.com (the “Website”) that offers daily fantasy sports
tournaments and provides a daily fantasy sports white label platform for partners (collectively, the “Business”);
and


 


WHEREAS, Seller desires
to sell to the Purchaser, and the Purchaser desires to purchase from Seller, the Purchased Assets (as defined below), in exchange
for (i) cash; (ii) shares of Common Stock of Purchaser (the “Common Stock”); and (iii) warrants to purchase
shares of Common Stock (the “Warrants”), on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the promises, covenants and other agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


 


1.          DEFINITIONS;
INTERPRETATION.


 


1.1           Definitions.
For purposes of this Agreement, the following terms are defined as follows:


 


“Action”
means any action (including declaratory judgment actions), suit, litigation, controversy, mediation, hearing, claim, charge, complaint,
arbitration, reexamination, interference, reissue, investigation, pending inquiry, audit or other proceeding at law or in equity
or of, in, by or before any Governmental Authority, mediator or arbitrator.


 


“Affiliate”
means, with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with such Person; and “control” (including the terms “controlled by”
and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract
or otherwise.


 


“Applicable
Law” means, with respect to any Person, any federal, state, local, municipal, foreign or other Law, enacted, adopted,
passed, approved, promulgated, made, implemented or otherwise put into effect, in each case as of the date of this Agreement, by
any Governmental Authority that applies to such Person, its business and its properties.


 


“Consents”
means the consents of any third parties or any Governmental Authorities necessary to transfer the Purchased Assets to the Purchaser
or to otherwise consummate the transactions contemplated by this Agreement.


 




    	 



    	 



    

 


“Employee
Plan” means each employee benefit plan that has been maintained by Seller which constitutes an “employee pension
benefit plan” under Section 3(2) of ERISA that is intended to qualify under Section 401 or 501 of the Internal Revenue Code.


 


“Escrow Agent”
(to be appointed by the Parties prior to the Closing Date).


 


“Escrow Agreement”
means the Escrow Agreement dated the Closing Date among Purchaser, Seller and the Escrow Agent.


 


“Escrow Release
Date” means twelve (12) months from the Closing Date.


 


“Governmental
Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or similar
governing entity.


 


“Intellectual
Property” means any and all ideas, inventions, designs, expressions and works of authorship, copyrights, copyrightable
works (including, without limitation, all software, middleware and firmware), semiconductor topography, source code of any software
or program, trademarks, trade names, moral rights, database rights, mask works, applications therefor, registrations thereof and
licenses thereof, royalty rights, any and all goodwill associated with the Purchased Assets, proprietary and/or confidential information
(including technical information relating to development, design, manufacture, scheduling, installation, assembly or testing, Trade
Secrets, secret processes and procedures, know how, business and financial information, and all confidential information of any
nature, and any other similar property, whether or not embodied in tangible form (including technical drawings and specifications,
shop drawings, manuals, forms, working notes and memos, market studies, consultants’ reports, technical and laboratory data,
notebooks, samples and prototypes)).


 


“Knowledge”
or words of similar import (e.g. “knowledge,” “known,” or “aware”) with respect to: (i) any
individual, shall mean the actual knowledge of such individual; (ii) any corporate entity, shall mean the knowledge of all directors,
officers and managers of such corporate entity


 


“Laws”
means all laws, statutes, rules, regulations, ordinances and orders of any Governmental Authority.


 


“Lien”
means any mortgage, lien, claim, pledge, charge, security interest, preemptive right, right of first refusal, option, judgment,
restriction or encumbrance of any kind, or any exceptions, reservations, restrictions, rights-of-way, easements or other matters
affecting title, whether arising by contract, law or otherwise.


 




    	2



    	 



    

 


“Material
Adverse Effect” means any change, event, violation, inaccuracy, circumstance or effect that, individually or taken together
with all other effects, is, or is reasonably likely to, be or become materially adverse in relation to the value, validity, effectiveness
or enjoyment of the Purchased Assets; provided, however, that none of the following shall be deemed in itself, or
in any combination, to constitute, and none of the following shall be taken into account in determining whether there has been
or will be, a Material Adverse Effect: (a) any adverse change, effect, event, occurrence, state of facts or development attributable
to the announcement or pendency of the transactions contemplated by this Agreement; (b) any adverse change, effect, event, occurrence,
state of facts, act of God, natural disaster or development attributable to conditions affecting the industry in which Seller participates,
the United States economy as a whole or the capital markets in general or the markets in which Seller operates, which such adverse
change, effect, event, occurrence, state of facts or development does not and would not reasonably be expected to have a materially
disproportionate effect on Seller; (c) any adverse change, event, development, or effect arising from or relating to changes in
law, rules, regulations, orders, or other binding directives issued by any Governmental Authority, which such adverse change, event,
development or effect does not and would not reasonably be expected to have a materially disproportionate effect on Seller; (d)
any adverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance with the
terms of, or the taking of any action required by, this Agreement; or (e) any adverse change, effect, event, occurrence, state
of facts or development arising from or relating to the commencement, continuation or escalation of a war, material armed hostilities
or other material international or national calamity or act of terrorism directly or indirectly involving the United States of
America.


 


“Permit”
means any permit, application, notice, waiver, qualification, license, import licenses, export license, franchise, consent, certificate,
certificate of occupancy, order, exemption, registration, filing, authorization, approval or registration.


 


“Person”
means and includes any individual, partnership, corporation, limited liability company, association, joint stock company, trust,
joint venture, unincorporated organization or any Governmental Authority or any department, agency or political subdivision thereof.


 


“Player Deposits”
means the aggregate of the Seller’s obligations to the players in respect of the player accounts as of the Closing Date,
and referred to on the financial statements of the Seller as “player trust fund liability.”


 


“Software”
means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies,
whether in source code or object code form, (ii) databases, compilations, and any other electronic data files, including any and
all collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts, technical and functional specifications,
and other work product used to design, plan, organize, develop, test, troubleshoot and maintain any of the foregoing, (iv) without
limitation to the foregoing, the software technology supporting any functionality contained on all Internet website(s), owned and
operated by the Seller in the Business, (v) all computer-aided design software, including the underlying data, and (vi) all documentation,
including technical, end-user, training and troubleshooting manuals and materials, relating to any of the foregoing.


 




    	3



    	 



    

 


“Trade Secrets”
means all product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, research and development, manufacturing or distribution methods and processes, customer lists, current
and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including both
source code and object code), databases, interfaces, computer software and database technologies, systems, structures and architectures
(and related processes, formulae, composition, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs,
methods and information), and any other information, however documented, that is a trade secret within the meaning of the applicable
trade-secret protection law.


 


“Transaction
Agreements” shall mean and include this Agreement, the Escrow Agreement and all consents, releases, assignment and assumption
agreements, bills of sale and other instruments (each in form and substance satisfactory to Purchaser) which are necessary in order
to duly and properly transfer the Purchased Assets to the Purchaser.


 


The following terms
are defined in the following sections of this Agreement:


 


	Term	 	Section
	Agreement	 	Preamble
	Agreement Date	 	Preamble
	Asset Purchase	 	3.1
	Assumed Liabilities	 	3.2(b)
	Business	 	Recitals
	Cash Payment	 	3.3
	Closing	 	4.1
	Closing Date	 	4.1
	Common Stock	 	Recitals
	Employees	 	6.7(a)
	Escrow Fund	 	4.3(h)
	Escrow Shares	 	3.3
	Exchange Act	 	5.6
	Indemnification Notice	 	8.4
	Indemnifying Party	 	8.4
	Indemnitees	 	8.3
	Losses	 	8.2
	RO	 	Preamble
	RO Indemnitees	 	8.2
	RO Shares	 	3.3
	Parties	 	Preamble
	Purchased Assets	 	3.1
	Purchase Price	 	3.4
	Purchaser	 	Preamble
	Retained Liabilities	 	3.2(a)
	SEC	 	5.6
	Securities Act	 	3.3
	Seller	 	Preamble
	Seller Indemnitees	 	8.3
	Termination Date	 	4.5(b)
	Third Party Claim	 	8.8
	Threshold Amount	 	8.9
	Transferred Contracts	 	3.1(c)
	Transferred Employees	 	2.2
	Warrants  	 	Recitals
	Website	 	Recitals


  




    	4



    	 



    

  


1.2           Interpretation.
Unless the context otherwise requires, the terms defined in Section 1.1 shall have the meanings herein specified for all purposes
of this Agreement, applicable to both the singular and plural forms of any of the terms defined herein. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation.” The use of the neuter gender herein shall be deemed to include the masculine and feminine genders
wherever necessary or appropriate, the use of the masculine gender herein shall be deemed to include the neuter and feminine gender
wherever necessary or appropriate and the use of the feminine gender herein shall be deemed to include the neuter and masculine
genders wherever necessary or appropriate.


 


2.          PRE-CLOSING
AGREEMENTS.


 


2.1          Conduct
of the Business. During the period from the Agreement Date and continuing until the earlier of (x) the termination of this
Agreement and (y) the Closing, without the prior written consent of Purchaser:


 


(a)          
Seller will conduct the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted
and in material compliance with all Applicable Law (except to the extent expressly provided otherwise in this Agreement).


 


(b)          Seller
will (i) pay or perform all of its Business related obligations when due, and (ii) continue to develop the Business consistent
with past practice.


 


(c)          Seller
will not engage in any practice, take any action, fail to take any action, or enter into any transaction as a result of which a
Material Adverse Effect is likely to occur; provided, however, that the failure to make additional capital investments
or hire additional employees will not in any case result in a Material Adverse Effect.


 


(d)          Seller
will confer with the Purchaser concerning matters of a material nature to the Business, but subject to reasonable restrictions
necessary to preserve confidential information from being disclosed to Purchaser or to prevent Seller from relinquishing the attorney-client
privilege.


 


(e)          Seller
shall cause the Employees to be available to Purchaser to discuss the Business during regular business hours.


 


(f)          Any
expenses relating to the Business outside the ordinary course of business in excess of $5,000 shall be approved in advance by RO.


 




    	5



    	 



    

 


2.2          Offers
of Employment. At any time prior to or on the Closing Date, the Purchaser may offer at-will employment to any of the Employees.
The Purchaser is hereby permitted to hire and offer to hire such Employees effective on the Closing Date on such terms and conditions
as the Purchaser shall in its sole discretion deem appropriate. The Employees who accept and commence employment with the Purchaser
are hereinafter collectively referred to as the “Transferred Employees.” Seller will not take, and will cause each
of its Affiliates not to take, any action which would impede, hinder, interfere or otherwise compete with the Purchaser’s
effort to hire any Transferred Employees. The Purchaser shall assume no liability for any obligations of Seller or any other Person
to any Employee unless and until such Employee becomes a Transferred Employee, and in that case, only to the extent agreed in writing
by the Purchaser. For purposes of clarity, any such offer of employment shall be contingent on the Closing occurring and shall
terminate and be of no force and effect if this Agreement is terminated pursuant to Section 4.5.


 


3.          PURCHASE
AND SALE OF ASSETS.


 


3.1          Purchase
and Sale of Purchased Assets. Upon the terms and subject to the conditions set forth herein, effective as of the Closing, Seller
hereby irrevocably sells, assigns, grants, transfers and delivers to the Purchaser and its successors and assigns, and the Purchaser
hereby accepts, free and clear of all Liens whatsoever (other than Liens imposed by commercially available off-the-shelf software),
the Purchased Assets (the “Asset Purchase”). The “Purchased Assets” shall mean the following:


 


(a)          All
of Seller’s right, title and interest in and to the Business, including all Intellectual Property related to the website
www.draftday.com, and including the Intellectual Property described on Schedule 3.1(a) hereto, the user mailing list (including
current and former users), player data and source code;


 


(b)          All
of Seller’s rights in property, tangible or intangible, used solely in the Business, including all leasehold improvements,
supplies, furnishings, office equipment, IT equipment and other tangible personal property located at Suite 204, 500 Mamaroneck
Avenue, Harrison, New York 10528, and located at 620 W Coliseum Blvd, Fort Wayne, IN 46808, including the property listed or described
on Schedule 3.1(b)(i);


 


(c)          All
of Seller’s rights under the following contracts: (i) License Agreement, between MGT and STATS LLC, dated May 1, 2014, as
amended; (ii) RotoWire Fantasy Service Agreement, between MGT and Roto Sports, Inc., dated February 1, 2015; and (iii) Colocation
Service Order Agreement, between MGT and Indiana Data Center, LLC, dated May 30, 2014 (collectively, the “Transferred
Contracts”);


 


(d)          Cash
in an amount equal to the Player Deposits; and


 


(e)          All
books and records, tangible or intangible, relating solely to the Purchased Assets.


 


The Purchased Assets
shall not include any assets or property other than as set forth in Section 3.1.


 




    	6



    	 



    

 


3.2         Liabilities
Assumed and Not Assumed.


 


(a)          Other
than the Assumed Liabilities, the Purchaser shall assume no debts, obligations, contracts, leases or liabilities of Seller, and
will not be obligated to pay, perform or discharge, any debts, obligations, contracts, leases or liabilities of Seller, whether
arising out of occurrences prior to, at or after the Closing Date (the “Retained Liabilities”). For the avoidance
of doubt, (i) Seller shall pay all amounts owing under the Transferred Contracts through the Closing Date, (ii) Seller shall retain
all obligations to fund or otherwise provide benefits accrued before and through the Closing Date by Employees under the Employee
Plans, and (iii) Seller shall retain any liabilities or obligations relating to: (i) current or former Employees accrued as of
the Closing Date, and (ii) former Employees (that are not Transferred Employees) following the Closing Date.


 


(b)          “Assumed
Liabilities” means (i) Seller’s obligations under the Transferred Contracts arising on and after the Closing Date,
(ii) all obligations of the Seller related to Player Deposits and non-cash items such as bonus funds existing as of the Closing
Date, and (iii) Seller’s obligations related to the Purchased Assets that arise on or after the Closing Date.


 


3.3         Cash
Payment; Issuance of Common Stock and Warrants. At the Closing, in connection with the Asset Purchase described in Section
3.1 above, the Purchaser shall (i) pay to Seller in cash an amount equal to Four Million USD ($4,000,000) (the “Cash Payment”),
(ii) issue to Seller shares of Common Stock representing Seven Percent (7%) of the fully diluted equity value of Purchaser, post
issuance (the “RO Shares”), (iii) deliver to the Escrow Agent shares of Common Stock representing Three Percent
(3%) of the fully diluted equity value of Purchaser, post issuance (the “Escrow Shares”), issued in the name
of Seller, and (iv) issue to Seller One Million (1,000,000) Warrants to purchase Common Stock of Purchaser. Each Warrant entitles
the holder of the Warrant the right, but not the obligation, to purchase one (1) share of Common Stock for one (1) dollar, and
each Warrant shall expire on the date that is twelve (12) months from the Closing Date. The stock certificates representing the
RO Shares and the Escrow Shares shall bear a legend stating that they have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”), and such other restrictions described in Section 6.4(b) hereof. The
RO Shares and the Escrow Shares shall be governed by a Purchaser stockholder agreement that includes customary minority shareholder
protections, including rights of first offer and refusal, tag-along rights and information rights.


 


3.4         Purchase
Price; Allocation of the Purchase Price. The purchase price for the Purchased Assets shall be the sum of the Cash Payment
and the value of the RO Shares and the Escrow Shares issued pursuant to Section 3.3 (collectively, the
“Purchase Price”). The Purchase Price shall be allocated in accordance with Schedule 3.4 to be
provided by Purchaser to Seller no later than 30 days after the Closing Date. Each of Seller and the Purchaser shall report
the purchase and sale of the Purchased Assets for all tax purposes in a manner consistent with such allocation, and neither
of them shall take a position inconsistent with such allocation on any tax return, before any taxing authority or in any
judicial proceeding that is, in any manner, inconsistent with such allocation without the consent of the other unless
specifically required pursuant to a determination by an applicable taxing authority.


 




    	7



    	 



    

 


4.          CLOSING.


 


4.1         Closing.
Unless this Agreement is earlier terminated in accordance with Section 4.5, the closing of the transactions contemplated
by this Agreement (the “Closing”) shall take place on June 30, 2015, or on such earlier or later date when each
of the conditions set forth in this Article 4 have been satisfied or waived (other than those conditions that by their nature
are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time as the
Parties may agree (the “Closing Date”). The Closing shall take place remotely by the electronic exchange of
documents and signatures, or at such location as the Parties hereto agree.


 


4.2         Conditions
to Closing.


 


(a)          Conditions
to Obligations Common to Both Parties. The respective obligations of each Party hereto to consummate the transactions contemplated
hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:


 


(i)          No
temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or
other legal or regulatory restraint or prohibition preventing the consummation of the Asset Purchase shall be in effect, nor shall
any action have been taken by any Governmental Authority seeking any of the foregoing, and no statute, rule, regulation or order
shall have been enacted, entered, enforced or deemed applicable to the Asset Purchase, which makes the consummation of the Asset
Purchase illegal; and


 


(ii)         RO
and Seller shall have timely obtained from each Governmental Authority all approvals, waivers and consents, if any, necessary for
consummation of, or in connection with, the Asset Purchase and the other transactions contemplated hereby.


 


(b)          Additional
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby shall be
subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such
condition is solely for the benefit of Seller and may be waived by Seller in writing in its sole discretion without notice, liability
or obligation to any Person):


 


(i)          The
representations and warranties of RO in this Agreement shall be true and correct in all material respects (except for such representations
and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified
shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations
and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified
date, which representations and warranties shall be true and correct with respect to such specified date). RO shall have performed
and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed
and complied with by it at or prior to the Closing.


 


(ii)         Seller
shall have received each of the deliveries required to be made by RO to Seller pursuant to Section 4.3.


 


(c)          Additional
Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby
shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each
such condition is solely for the benefit of the Purchaser and may be waived by the Purchaser in writing in its sole discretion
without notice, liability or obligation to any Person):


 




    	8



    	 



    

 


(i)          The
representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for such
representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties
as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as
though such representations and warranties were made on and as of such date (except for representations and warranties which address
matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified
date). Seller shall have performed and complied in all material respects with all covenants, obligations and conditions of this
Agreement required to be performed and complied with by it at or prior to the Closing.


 


(ii)         RO
shall have received each of the deliveries required to be made by Seller to RO pursuant to Section 4.3.


 


(iii)        There
shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.


 


4.3         Closing
Deliverables and Actions. At the Closing:


 


(a)          Seller
shall execute and deliver to RO a certificate dated as of the Closing Date, executed on behalf of Seller by its President, to the
effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred
a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date;


 


(b)          RO
shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of RO by its CEO, to the effect
that the condition set forth in Section 4.2(b)(i) has been satisfied;


 


(c)          Each
Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is
a party;


 


(d)          Seller
shall deliver to RO evidence that all required Consents, if any, have been obtained;


 


(e)          Purchaser
shall pay the Cash Payment to Seller;


 


(f)           Seller
shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player
Deposits and non-cash items such as bonus funds existing as of the Closing Date;


 


(g)          RO
shall issue to Seller a certificate of Common Stock representing the RO Shares;


 


(h)         
RO shall issue and deliver a certificate of Common Stock representing the Escrow Shares to the Escrow Agent to form the escrow
fund (the “ Escrow Fund”);


 




    	9



    	 



    

 


(i)         
RO shall issue and deliver an executed warrant agreement representing the Warrants;


 


(j)          Seller
shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the source code underpinning
the Website, player data and user mailing lists;


 


(k)         Seller
shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records solely
related to the Purchased Assets; and


 


(l)          All
other previously undelivered items required to be delivered at or prior to the Closing pursuant to this Agreement or otherwise
required in connection herewith shall have been delivered, unless delivery has been waived in writing by the intended recipient
thereof.


 


4.4         Effect
of Closing. All transactions contemplated herein and by the other Transaction Agreements to occur on and as of the Closing
Date shall be deemed to have occurred simultaneously and to be effective as of the close of business on the Closing Date; provided,
however, that none of such transactions shall be deemed to have occurred unless and until all of the conditions to closing
described in Section 4.2 and each of the deliverables and actions referenced in Section 4.3 shall have been delivered and taken
in accordance therewith.


 


4.5         Termination.
At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned by authorized
action taken by the terminating Party:


 


(a)          by
mutual written consent duly authorized by RO and Seller;


 


(b)          by
either RO or Seller, if the Closing shall not have occurred on or before July 15, 2015 or such other date that Purchaser and Seller
may agree upon in writing (the “Termination Date”); provided, however, that the right to terminate
this Agreement under this Section 4.5(b) shall not be available to any Party whose breach of this Agreement has resulted
in the failure of the Closing to occur on or before the Termination Date;


 


(c)          by
either RO or Seller, if any permanent injunction or other order of a Governmental Authority preventing the consummation of the
transactions contemplated hereby shall have become final and nonappealable;


 


(d)          by
RO, if Seller shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not
have been cured within five business days after receipt by Seller of written notice of such breach (provided, however,
that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured
within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set
forth in Section 4.2(c) to be satisfied; or


 


(e)          by
Seller, if RO shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not
have been cured within five business days after receipt by RO of written notice of such breach (provided, however,
that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured
within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set
forth in Section 4.2(b) to be satisfied.


 









    	10



    	 



    

 


 


4.6           Effect
of Termination. In the event of termination of this Agreement as provided in Section 4.5,
this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Purchaser, Seller,
or their respective officers, directors, stockholders or Affiliates; provided, however, that the provisions of this
Section 4.6 (Effect of Termination), Section 7.2 (Public Announcements), Section 7.3 (Confidentiality),
and Article 9 (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement.


 


5.             REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to
Seller as follows:


 


5.1           Incorporation;
Authority. The Purchaser (i) is a duly incorporated and validly existing corporation
in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in any other jurisdiction
in which it does business; and (ii) has all requisite power and authority to own, lease and operate the Purchased Assets and to
carry on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement and each
other Transaction Agreement to which the Purchaser is a party.


 


5.2           Execution;
Validity of Agreement; Due Authorization. This Agreement and each other Transaction Agreement
to which the Purchaser is a party has been duly executed and delivered by the Purchaser and this Agreement and each other Transaction
Agreement to which the Purchaser is a party constitutes a legal, valid and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its respective terms. The execution and delivery of this Agreement by the Purchaser and the performance
by the Purchaser of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Purchaser.


 


5.3           Consents
and Approvals; No Violations. None of the execution, delivery or performance of this Agreement
or any other Transaction Agreement by the Purchaser, the consummation by the Purchaser of the transactions contemplated hereby
or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will (a) require (i) any filing with
or notice to any Governmental Authority or other Person, (ii) the obtaining of any Permit or (iii) the expiration or termination
of any statutory or regulatory waiting period, (b) result in a violation or breach of, or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or require
any payment) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license,
contract, agreement or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of the
Purchaser’s properties or assets is bound, (c) violate any Applicable Laws, or (d) result in the creation of any Lien upon
any of the Purchased Assets.


 


5.4           RO
Shares and Escrow Shares. The RO Shares and the Escrow Shares, when issued and paid for in accordance
with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable securities of the Purchaser.


 




    	11



    	 



    




  


5.5           Broker’s
Fee. Except as set forth in Schedule 5.5, no agent, broker, investment banker, firm,
or other Person, acting on behalf of or under the authority of the Purchaser or any of its Affiliates, is or will be entitled
to any broker’s or finder’s fee or any other commission or similar fee or expense, directly or indirectly, in connection
with any of the transactions contemplated by this Agreement or any of the other Transaction Agreements.


 


6.            REPRESENTATIONS
AND WARRANTIES REGARDING SELLER AND THE PURCHASED ASSETS. Seller hereby represents
and warrants to the Purchaser as follows, and the Purchaser, in agreeing to consummate the transactions contemplated by this Agreement,
has relied upon such representations and warranties:


 


6.1           Incorporation;
Authority. Seller (i) is a duly incorporated and validly existing corporation in
good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in any other jurisdiction
in which it does business; and (ii) has all requisite power and authority to own, lease and operate its property and to carry
on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement and each other
Transaction Agreement to which Seller is a party. A true and correct copy of the Certificate of Incorporation of Seller, as amended
to date, has been delivered to RO and is in full force and effect as of the Agreement Date.


 


6.2           Execution;
Validity of Agreement; Due Authorization. This Agreement and each other Transaction
Agreement to which Seller is a party has been duly executed and delivered by Seller and this Agreement and each other Transaction
Agreement to which Seller is a party constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with their respective terms. The execution and delivery of this Agreement by Seller and the performance by Seller of
its obligations hereunder have been duly authorized by all necessary corporate action on the part of Seller.


 


6.3           Consents
and Approvals; No Violations. Except as set forth on Schedule 6.3, none
of the execution, delivery or performance of this Agreement or any other Transaction Agreement by Seller, the consummation by
Seller of the transactions contemplated hereby or thereby, or the compliance by Seller with any of the provisions hereof or thereof
will (a) require (i) any filing with or notice to any Governmental Authority or other Person, (ii) the obtaining of any Permit
or (iii) the expiration or termination of any statutory or regulatory waiting period, (b) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration or require any payment) under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation to which Seller is a party or by which Seller
or any of Seller’s properties or assets is bound, (c) violate any Applicable Laws, or (d) result in the creation of any
Lien upon any of the Purchased Assets.


 


6.4           Investment
Representations.


 


(a)          Seller
understands that the issuance of the Common Stock hereunder is not being registered under the Securities Act or any state securities
laws by reason of specific exemptions under the provisions thereof;


 




    	12



    	 



    







 


(b)          Seller
understands that (i) the shares of Common Stock are “restricted securities” under applicable securities laws which
provide, in substance, that the shares of Common Stock may only be disposed of pursuant to an effective registration statement
under the Securities Act and applicable state securities laws or an exemption from such registration, (ii) the Purchaser has no
obligation or intention to effect any registration of the shares of Common Stock, and (iii) the Purchaser may endorse any certificates
representing the shares of Common Stock with a legend describing the restrictions referenced in clause (i) of this Section 6.4(b);
and


 


6.5           Purchased
Assets. Prior to giving effect to the transactions contemplated herein:


 


(a)          Seller
is the exclusive, true and lawful owner of all right, title, and interest in and to the Purchased Assets and has good and valid
title thereto. The Purchased Assets are free and clear of any Liens, licenses or other encumbrances (other than Liens, licenses
or encumbrances imposed by commercially available off-the-shelf software) and no rights, licenses, covenants not to sue or similar
rights have been granted with respect to the Purchased Assets. Other than the Servers, the Purchased Assets are substantially all
of the assets and properties used in connection with the conduct of the Business and are sufficient to operate the Business as
presently operated.


 


(b)          The
Purchased Assets have not been the subject of any Action and, to Seller’s Knowledge, there is no Action pending, asserted
or threatened by or against Seller concerning the ownership, use of, misappropriation, or licensed right to use, any of the Purchased
Assets.


 


(c)          No
inventor of the Purchased Assets is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment
of invention agreement or similar agreement relating to the protection, ownership, development, use or transfer of the Purchased
Assets. To the extent that any Purchased Asset has been conceived, developed or created for Seller by any other Person, Seller
has executed valid and enforceable written agreements with such Person with respect thereto transferring to Seller the entire right,
title and interest therein and thereto by operation of law or by valid written assignment.


 


(d)          Except
as set forth in Schedule 6.5, there are no inventors of the Purchased Assets other than the named inventors of the Purchased
Assets. There are no asserted or unasserted claims of ownership of the Purchased Assets by any Person other than the named owners
of the Purchased Assets.


 


(e)          All
documents, agreements, prototypes, models, product samples, books, notebooks, certificates, licenses, files and any other diligence
materials that Seller has provided to the Purchaser in connection with the Purchaser’s evaluation of the Purchased Assets
are true, correct and complete originals (if originals were provided by Seller) or copies of such materials.


 


(f)          The
Seller has provided to the Purchaser all information pertaining to the player data (including, without limitation, player registrations,
deposits, active users, mailing lists) and such information is accurate and correctly reflects the information as it relates to
the Business.


 




    	13



    	 



    







 


(g)          Seller
owns or has the right to use all Software material to the Business, including, but not limited to, the operation of draftday.com.


 


(h)          Seller
has sufficient readily available cash-on-hand to consummate the transactions contemplated by this Agreement and to pay to Purchaser
cash in an amount equal to the Player Deposits.


 


6.6           Litigation.
There are no actions, lawsuits, judgments, claims, investigations or legal or administrative proceedings, pending or threatened
against Seller. There is no judgment, order, injunction, decree or award (whether rendered by a court, administrative agency or
by arbitration) to which Seller is a party.


 


6.7           Employees.



 


(a)          As
of the date of this Agreement, Seller employs seven (7) employees and one (1) consultant in operating the Business. The names,
job titles and rates of compensation (including wages, salaries and bonuses, including anticipated or contingent bonuses (if any),
and deferred compensation (if any) of such employees and consultant are listed on Schedule 6.7 (collectively, the “Employees”).


 


(b)          There
are no written employment agreements with any Employees that are not terminable on the giving of reasonable notice in accordance
with Applicable Law. To Seller’s Knowledge, no Employee is in violation of any term of any employment contract, confidentiality
or other proprietary information disclosure agreement or any other contract relating to the right of any such Person to be employed
by, or otherwise perform services for, Seller.


 


(c)          No
Employee has any right or claim to any of the Purchased Assets.


 


(d)          Seller
has never maintained any Employee Plan which has been subject to title IV of ERISA or Code Section 412 or ERISA Section 302. No
assets or liabilities with respect to the Employees shall be transferred as a result of this Agreement from any Employee Plan to
any plan maintained by the Purchaser.


 


6.8           Contracts.
The Transferred Contracts represent all of the contracts, agreements and commitments, whether written or oral, of Seller used
in the Business. Seller has previously delivered to Purchaser a correct and complete copy of each such written agreement and contract
of Seller used in the Business (as amended to date) and a written summary setting forth the material terms and conditions of each
oral agreement of Seller used in the Business. Each such agreement is legal, valid, binding, enforceable, and in full force and
effect. Seller is not in breach or default under such agreements, and, to Seller’s Knowledge, no event has occurred which
with notice or lapse of time would constitute a breach or default of such agreements, or permit termination, modification, or
acceleration, under such agreements. There is no agreement, order, or other instrument binding upon the Seller or the Business
which restricts or prohibits the Business from competing with any other Person, from engaging in any business or from conducting
activities in any geographic area, or which otherwise restricts or prohibits the conduct of the Business.


 




    	14



    	 



    







 


6.9           Bankruptcy.
Seller has not committed nor does it currently intend to commit any act of bankruptcy, is not insolvent, has not proposed nor
currently intends to propose a compromise or arrangement to its creditors generally, has not had nor currently intends to have
any petition for a receiving order in bankruptcy filed against it, has not made nor currently intends to make a voluntary assignment
in bankruptcy, has not initiated nor intends to initiate any proceeding to have itself declared bankrupt or wound-up, has not
initiated nor intends to initiate any proceeding to have a receiver appointed to any part of its assets, has not had any creditor
take nor currently anticipates that any creditor will take possession of any of its property, nor has it had any of the foregoing
become enforceable nor currently anticipates that any of the foregoing will become enforceable upon any of its property or the
Purchased Assets.


 


6.10         Compliance
with Laws; Permits.


 


(a)          The
Seller has been and is in compliance in all material respects with all Applicable Laws, Permits, judgments, decrees, and reporting
requirements applicable to the Business and the Purchased Assets.


 


(b)          The
Seller has all Permits from Governmental Authorities required for the operation of the Business and the ownership of the Purchased
Assets, each of which will be in full force and effect on the Closing Date. No registrations, filings, applications, notices, transfers,
consents, approvals, orders, qualifications, waivers or other actions of any kind are required by virtue of the assignment of such
Permits to the Purchaser as contemplated hereby.


 


6.11         Intentionally
Omitted.


 


6.12         Financial
Statements.


 


(a)          The
following financial statements of the Business are set forth on Schedule 6.12(a) hereto: (i) statement of profits and losses
for the periods ended December 31, 2014 and March 31, 2015, and (ii) player deposit information, including related assets and liabilities,
as of March 31, 2015. Such financial statements of the Business fairly present in all material respects the financial position
and results of operations and cash flows of the Business as at the dates and for the periods presented therein.


 


(b)          The
Business has no liabilities, except (i) those liabilities reflected, disclosed or reserved against on the financial statements
of the Business referenced in Section 6.12(a)(ii) above, (ii) liabilities resulting from the obligations set forth in this
Agreement and the other Transaction Agreements, (iii) liabilities under the Transferred Contracts, and (iv) liabilities incurred
in the ordinary course of business since March 31, 2015.


 


(c)          Since
March 31, 2015, no event or condition of any character has had, or is reasonably likely to result in, a Material Adverse Effect
on the Business.


 


(d)          All
existing Player Deposits represent valid deposits of customers of the Business arising from bona fide transactions entered into
in the ordinary course of business.


 




    	15



    	 



    







 


6.13         Books
and Records. All books and records of the Seller solely relating to the Business,
including, but not limited to, records and lists of past, present or prospective customers, suppliers, or personnel, marketing
plans, sales literature and promotional literature and other books, ledgers, files, reports, operating records, records relating
to the Player Deposits and records relating to the Assumed Liabilities are accurate and have been maintained in a manner consistent
with customary industry practices and in compliance with Applicable Law. All financial and accounting books, ledgers and accounts
of the Seller relating to the Business have been properly and accurately kept and completed in all material respects, and do not
contain any material inaccuracies or discrepancies of any kind.


 


6.1           Data
Room. To the best of the Seller’s Knowledge, all information and documentation
contained in the electronic data room prepared by the Seller, to which the Purchaser has been provided access, is true and accurate
and correctly reflects the subject matter to which it relates, as well as the Business.


 


6.2           Consents
and Approvals. No Consents or notices to, or filings, registrations, or qualifications
with any Person or Governmental Authority and no Consents or waivers from, or notices to, any other party are required for the
consummation by Seller of the transactions contemplated by this Agreement and the other Transaction Agreements, except for Consents
from Seller’s board of directors.


 


6.3           Broker’s
Fee. No agent, broker, investment banker, firm, or other Person, acting on behalf
of Seller or any of its Affiliates, or under the authority of Seller or any of its Affiliates, is or will be entitled to any broker’s
or finder’s fee or any other commission or similar fee or expense, directly or indirectly, in connection with any of the
transactions contemplated by this Agreement or any of the other Transaction Agreements.


 


7.            ADDITIONAL
AGREEMENTS.


 


7.1           Seller
Non-compete and Non-Solicit. From and for five (5) years after the Closing Date,
Seller will not, directly or indirectly: (a) own, manage, operate, join, finance, provide advice or services to, control, or be
connected in any manner with any business or activity which is competitive with the Business, as conducted by Seller immediately
prior to the Closing, or (b) cause or encourage any Transferred Employee to discontinue his or her relationship with the Purchaser.
Notwithstanding the preceding sentence, nothing herein shall prevent Seller at any time from acquiring minority equity interests
of no more than five (5) per cent in any such business.


 


7.2           Public
Announcements. Seller may issue a press release or other public statement with
respect to this Agreement or the transactions contemplated hereby without the prior approval of RO.


 


7.3           Confidentiality.
Except for any press release or public announcement previously issued or issued in accordance with Section 7.2, all terms
of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby shall remain confidential,
except as disclosure may be required by Law. No Party hereto shall disclose to anyone the negotiations, any information concerning
the contemplated transactions, or anything contained herein, except to their accountants, employees, bankers and attorneys in
connection with the transactions contemplated by this Agreement, without the prior written approval of the other Party. Seller
agrees that from and after the Closing Date, Seller will, and will cause its Affiliates to, keep secret and retain in the strictest
confidence, and will not use for the benefit of itself or others, any proprietary information with respect to the Purchased Assets;
provided, however, proprietary information in intangible form and not reduced to writing may be retained and used
by Persons who have access to such information.


 




    	16



    	 



    

  


7.4           Further
Assurances. The Purchaser and Seller shall, at any time and from time to time after
the Agreement Date, do or cause to be done all such further acts, and to execute, acknowledge, deliver and file, or cause to be
executed, acknowledged, delivered or filed, all such deeds, transfers, conveyances, assignments or assurances as may be reasonably
requested by another Party for: (i) transferring, conveying and assigning the Purchased Assets to the Purchaser; and (ii) otherwise
effectuating the transactions contemplated by this Agreement. To the extent related to the Purchased Assets, the Purchaser and
Seller shall, at any time and from time to time after the Agreement Date, provide such information or documentation as is reasonably
requested by another Party in connection with completing any tax returns or audits.


 


7.5           Transition
Services.


 


(a)          After
the Closing, Seller shall use commercially reasonable efforts to assist Purchaser to (i) make such modifications to the home page
of the Website as Purchaser shall request in order to redirect all customers and prospective customers to Purchaser’s website
and (ii) maintain current program of SEO, in each case at no additional cost to the Purchaser.


 


(b)          Seller
shall cooperate with Purchaser to create proper messaging to ensure maximum retention of players on the Website, including, but
not limited to, a posting on the RotoGrinders.com website.


 


(c)          From
the Closing through July 31, 2015, Seller shall provide Employees with office space currently occupied, at no charge to Purchaser.


 


8.             SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION.


 


8.1           Survival
of Representations, Warranties and Covenants. All representations and warranties
set forth or made in this Agreement and any other Transaction Agreement shall survive the Closing until the date that is eighteen
months after the Closing Date. All covenants and agreements of the Parties set forth in this Agreement and the other Transaction
Agreements to be performed after the Closing shall survive the Closing in accordance with their respective terms. Any claim pending
on the expiration date of any applicable survival period for which a notification of claim has been made pursuant to Section
8.4 below on or before such expiration date may continue to be asserted and indemnified against until finally resolved.


 




    	17



    	 



    







 


8.2           Indemnification
Obligations of Seller. Seller agrees to indemnify, defend and hold harmless RO
and its shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “RO
Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of
any nature whatsoever (including, without limitation, any interest, penalties, investigation expenses and fees through trial and
appeals, and disbursements of counsel and accountants, but excluding incidental, consequential, special, or punitive and treble
damages) (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation
or warranty of Seller which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto
or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller contained in this
Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims by Transferred Employees
for compensation or benefits or other matters under an Employee Plan accrued prior to the Closing Date and any claims of any nature
whatsoever (whether accruing before or after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply
with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; (v) any and all obligations
and liabilities that do not form part of the Assumed Liabilities; and (vi) any and all costs and expenses (including reasonable
legal and accounting fees) incident to the enforcement of the indemnification rights of the RO Indemnitees under this Section
8.2.


 


8.3           Indemnification
Obligations of RO.  RO agrees to indemnify, defend and hold harmless Seller
and its shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “Seller
Indemnitees”) from and against any Losses arising out of, based upon or resulting from: (i) the breach of any representation
or warranty of RO which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or
thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of RO contained in this Agreement,
any other Transaction Agreement or any exhibits or schedules hereto or thereto; and (iii) any and all costs and expenses (including
reasonable legal and accounting fees) incident to the enforcement of the indemnification rights of the Seller Indemnitees under
this Section 8.3.


 


8.4           Notification
of Claims. In the event that any Party asserts a claim for indemnification hereunder,
such Party shall (a) provide the indemnifying Party (“Indemnifying Party”) with prompt written notice of the
nature of such claim (an “Indemnification Notice”), (b) make available to the Indemnifying Party all relevant
information which is material to the claim and which is in the possession of the Seller Indemnitee or RO Indemnitee (as the case
may be) (“Indemnitee”) and (c) otherwise reasonably cooperate with the Indemnifying Party with respect to such
claim; provided, however, that the failure of an Indemnitee to deliver an Indemnification Notice under this Section
8.4 shall not relieve the Indemnifying Party of its indemnification obligations under this Article 8 unless and only
to the extent that such Indemnifying Party is materially prejudiced by such failure.


 


8.5           Objections
to Claims for Indemnification. No payment shall be made under Article 8
if (i) in the case of claims made by the RO Indemnitees, the Seller shall object to the claim made pursuant to Section 8.4
within 30 days after the Seller’s receipt of such notice, or (ii) in the case of claims made by the Seller, RO shall
object to the claim made pursuant to Section 8.4 within 30 days after RO’s receipt of such notice. If the Indemnifying
Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by
the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in the notice,
and payment in respect of such Losses shall thereafter be made in accordance with this Article 8.


 




    	18



    	 



    







 


8.6           Resolution
of Conflicts.


 


(a)          
In case the Indemnifying Party delivers an objection in accordance with Section 8.5, the Seller and Purchaser shall attempt
in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Seller and the Purchaser
should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if such claim involves
a claim against the Escrow Fund, furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum
and make distributions from the Escrow Fund in accordance with the terms thereof.


 


(b)          If
the Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the Seller
advises the Purchaser of its objections, then such dispute shall be resolved in accordance with the provisions of Section 9.4.


 


8.7           Investigation.
The right to indemnification, payment of Losses or any other remedy based on the representations, warranties and the covenants
hereunder will not be affected by any investigation conducted with respect to, or any knowledge acquired, or capable of being
acquired at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with,
any such representation, warranty or covenant. Furthermore, no information or knowledge obtained in any investigation pursuant
this Agreement or any other Transaction Agreement shall affect or be deemed to modify any representation, warranty or covenant
contained herein or therein.


 


8.8           Third-Party
Claims.The obligations and liabilities of an Indemnifying Party under this
Article 8, with respect to Losses resulting from a claim brought by any third party (a “Third-Party Claim”)
shall be subject to the following terms and conditions:


 


(a)          Promptly
after delivery of an Indemnification Notice in respect of a Third-Party Claim, the Indemnifying Party may elect, by written notice
to the Indemnitee within ten (10) days of an Indemnification Notice, to undertake the investigation and defense thereof with counsel
reasonably satisfactory to the Indemnitee, at the sole cost and expense of the Indemnifying Party. If the Indemnifying Party chooses
to defend any Third-Party Claim, the Indemnitee shall cooperate with all reasonable requests of the Indemnifying Party and shall
make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate
for such defense.


 


(b)          In
the event that the Indemnifying Party, within ten (10) days after receipt of an Indemnification Notice, does not so elect to defend
such Third-Party Claim, the Indemnitee will have the right to undertake the investigation and defense of such Third-Party Claim
for the account of the Indemnifying Party. The Indemnitee shall not settle or compromise any Third-Party Claim, or consent to the
entry of a judgment, whether or not the Indemnifying Party shall elect to defend such Third-Party Claim, without the written consent
of the Indemnifying Party.


 






    	19



    	 



    




 


8.9           Payment
and Limitations On Indemnification. From the Closing until the Escrow Release Date,
the Seller shall have the right, but not the obligation, to satisfy claims for Losses made by the RO Indemnitees from the Escrow
Fund until there are no Escrow Shares remaining in the Escrow Fund. If the Seller elects to use the Escrow Fund to satisfy such
claims for Losses, it shall be on the basis of $1 per Escrow Share.. Absent fraud or any breach of the representations and warranties
contained in Section 6.5 (Purchased Assets), (i) Seller shall have no obligation to indemnify the RO Indemnitees under
Section 8.2(i) unless and until the aggregate amount of all Losses incurred by the RO Indemnitees in respect thereof exceeds
$5,000 (the “Threshold Amount”), whereupon Seller shall be obligated in respect of all Losses so identified
without regard to the Threshold Amount from the first dollar of such Losses, and (ii) Seller shall have no obligation to indemnify
the RO Indemnitees under this Agreement for aggregate Losses exceeding the Purchase Price. Absent fraud, (x) Purchaser shall have
no obligation to indemnify the Seller Indemnitees under Section 8.3(i) unless and until the aggregate amount of all Losses
incurred by the RO Indemnitees in respect thereof exceeds the Threshold Amount, whereupon RO shall be obligated in respect of
all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses, and (y) Purchaser shall
have no obligation to indemnify the Seller Indemnitees under this Agreement for aggregate Losses exceeding $1,000,000.


 


8.10         Release
of Escrow Funds. On the Escrow Release Date the Escrow Shares held under the Escrow
Agreement shall be released to the Seller; provided, however, that the Escrow Agent shall not deliver any Escrow
Shares that the Escrow Agent deems necessary to satisfy any claims made pursuant to Section 8.4 that are not resolved as
of the Escrow Release Date. As soon as the Escrow Agent receives written notice from the Purchaser and the Seller that such claims
have been resolved in accordance with Section 9.4, the Escrow Agent shall deliver to the Seller the remaining portion of
the Escrow Fund not required to satisfy such claim.


 


9.             MISCELLANEOUS.


 


9.1           Costs
and Attorneys’ Fees. The Parties agree that in the event it becomes necessary
for any Party to institute litigation or obtain the services of an attorney in order to enforce its rights under the provisions
of this Agreement, then, in that event, the prevailing Party as determined by a court of competent jurisdiction, may be awarded
reasonable attorneys’ fees and costs expended in pursuit of such litigation, including appellate litigation.


 


9.2           Notices.
All notices, requests, claims, demands, waivers, instructions, documents and other communications to be given pursuant to this
Agreement shall be in writing and shall be delivered personally, faxed, or sent by nationally-recognized overnight courier to
a Party at the address set forth below for such Party or to such other address as the Party to whom notice is to be given may
have furnished to the other Party hereto in writing in accordance herewith. Any such notice or communication shall be deemed to
have been delivered and received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of faxing,
on the date sent (or on the first business day following the date sent if the date sent is not a business day) if confirmation
of successful transmission is received, and (c) in the case of a nationally-recognized overnight courier, on the first business
day after the date when sent for overnight delivery:


 




    	20



    	 



    




 


If to Purchaser, to:


 


Random Outcome USA
Inc.


c/o Random Outcome
Limited.


333 BAY STREET


Suite # 2400


ONTARIO


CANADA M5H 2T6


 


with a copy (which will
not constitute notice) to:


 


Dickinson Wright LLP


199 Bay Street, Suite
2200


Toronto, ON M5L 1G4


Attention: Andrae J.
Marrocco


 


If to Seller, to:


 


MGT Sports, Inc.


500 Mamaroneck Avenue
– Suite 204


Harrison, NY 10528


Attention: Robert B.
Ladd, President and CEO


Fax: (914) 630-7532


 


9.3           Entire
Agreement. This Agreement (including the exhibits and schedules hereto), and the
other Transaction Agreements constitute the entire agreement among the Parties with respect to the subject matter hereto and supersede
all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter of this Agreement.


 


9.4           Governing
law; Consent to Jurisdiction.


 


(a)          This
Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflict
of laws rules thereof.


 


(b)          The
Parties hereto irrevocably: (i) agree that any suit, action or other legal proceeding arising out of this Agreement shall be brought
within the State of Delaware, (ii) consent to the jurisdiction of each such court in any suit, action or proceeding, (iii) waive
any objection which they, or any of them, may have to the laying of venue of any such suit, action or proceeding in any of such
courts, and (iv) agree that service of process by overnight courier or registered or certified mail, at the addresses listed in
Section 9.2 shall be good and sufficient service of process. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


9.5           Binding
effect. This Agreement shall be binding upon and shall inure to the benefit of
the Parties hereto and their respective heirs, personal representatives, successors and permitted assigns. This Agreement may
not be assigned by any Party hereto without the prior written consent of the other Party, which consent may be withheld at the
discretion of each Party whose consent is requested and any purported assignment, unless so consented to, shall be void and without
effect.


 




    	21



    	 



    







 


9.6           Waivers
and Amendments. This Agreement may be amended, superseded, cancelled, renewed or
extended, and the terms hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver,
by the Party waiving compliance. Any Party may waive any misrepresentation by any other Party, or any breach of warranty by, or
failure to perform any covenant, obligation or agreement by any other Party, provided that mere inaction or failure to
exercise any right, remedy or option under this Agreement, or any delay in exercising the same, will not operate as nor shall
be construed as a waiver, and no waiver will be effective unless set forth in writing and only to the extent specifically stated
therein, and no single or partial exercise of any such right, power or privilege will preclude any further exercise thereof or
the exercise of any other such right, power or privilege.


 


9.7           Recitals,
Exhibits and Schedules. The recitals to this Agreement and all exhibits and schedules
attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.


 


9.8           Headings.
The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.


 


9.9           Severability.
If any provision of this Agreement is determined to be illegal or unenforceable, such provision will be deemed amended to the
extent necessary to conform to Applicable Law, or, if it cannot be so amended without materially altering the intention of the
Parties, it will be deemed stricken and the remainder of this Agreement will remain in full force and effect.


 


9.10         Specific
Performance. Each of the Parties hereto acknowledges and agrees that the other
Party hereto would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached and that there would be no adequate remedy at law or in monetary damages
to compensate for any such breach. Accordingly, each Party hereto agrees that, in addition to any remedy to which such Party may
be entitled at law or in equity, they each shall be entitled to injunctive relief to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and provisions hereof, in each case without being required
to post a bond or other security.


 


9.11         Fees
and Expenses. Subject to Section 9.1, Seller and RO shall each pay their
own expenses incidental to the preparation and negotiation of this Agreement and the consummation of the transactions contemplated
hereby.


 


9.12         Legal
Representation of the Parties. Each of the Parties hereto has had the opportunity
to have its own legal counsel independently advise such Party with respect to the transactions contemplated by this Agreement
and the other Transaction Agreements. The Parties expressly agree that the language used in this Agreement shall be deemed to
be the language chosen by the Parties hereto to express their mutual intent, and no provision of this Agreement should be construed
against or interpreted to the advantage of any Party hereto by reason of such Party or its legal counsel having drafted or participated
in the drafting thereof.


 




    	22



    	 



    

  


9.13         Payment
of Transfer Costs and Expenses. All stamp, transfer, documentary, sales, use, bulk,
registration and other such taxes and fees (including penalties and interest) which may be imposed in any jurisdiction in connection
with, or arising from, any of the transactions set forth herein shall be paid by the Purchaser.


 


9.14         No
Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties
hereto and their successors and permitted assigns and, except with respect to the rights of the RO Indemnitees and Seller Indemnitees
under Article 8, this Agreement shall not be deemed to confer upon any third party any remedy, claim, reimbursement or
other right in addition to those which may exist without regard to this Agreement.


 


9.15         Counterparts;
Signatures. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together will constitute one and the same instrument. This Agreement and any
amendments hereto, to the extent executed and delivered by means of a facsimile machine or e-mail of a PDF file containing a copy
of an executed agreement (or signature page thereto), shall be treated in all respects and for all purposes as an original agreement
or instrument and shall have the same binding legal effect as if it were the original signed version thereof.


 


[Remainder of Page
Intentionally Blank–Signature Page Follows]


 




    	23



    	 



    




 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the day and year first above written.


 


	 	MGT SPORTS, INC.
	 	 	 
	 	By:	/s/ Robert Ladd
	 	 	Name: Robert Ladd
	 	 	Title:   President
	 	 	 
	 	 	 
	 	RANDOM OUTCOME USA INC.
	 	 	 
	 	By: 	/s/ Curtiss Wm. Krawetz
	 	 	Name: Curtiss Wm. Krawetz
	 	 	Title: CEO


 


[Signature Page to Asset Purchase Agreement
(Draft Day)]