**Exhibit 10.1**

 

**World Poker Tour Series**

**Season VII**

**Sponsored Episodes Agreement**

 

**Date:  As of September 15, 2008**(“EffectiveDate”)

 
| **WPTE  Sponsorship Partner Name and Address:**         |                                                  |
|---------------------------------------------------------|-------------------------------------------------------|
|                                                    |                                                  |
| **Pocket  Kings**(“**Sponsorship  Partner**”) | **WPT Enterprises, Inc.** (“**WPTE**”) |
|                                                    |                                                  |
| 3rd Floor, Block  AD                               | 5700 Wilshire Blvd.,  Suite 350                  |
|                                                    |                                                  |
| Cherrywood Business  Park                               | Los Angeles, CA 90036                                 |
|                                                    |                                                  |
| Loughlinstown, Dublin,  Ireland 18                      | Telephone: 323-330-9900                               |
|                                                    |                                                  |
|                                                    | Facsimile:    323-330-9902             |

 

ThisTelevision Sponsorship Agreement, which along with the “General Terms andConditions” attached hereto shall be referred to hereinafter as the “Agreement”.  The Parties Agree to the following:

 

**I.****                                      ****Type/Category:**TelevisionSponsorship Agreement.

 

**II.****                                  ****Name of SponsoredEpisode: **Certain World Poker TourSeason VII “Full Tilt” branded episodes of the Season VII series as set forth inAttachment B (each branded episode a “Episode” or “Sponsored Episode”,collectively, the “Episodes” or “Sponsored Episodes”).

 

**III.****                              ****Exclusivity:** SponsorshipPartner will be the only “.net” educational poker sponsor entitled to in-showsponsorship within the Sponsored Episodes during the Term in the Territory.

 

**IV.****                             ****Term/Promotional Period:** The term of this Agreement shall commence as of the Effective Date andcontinue until the longer of (a) One (1) year from the Effective Dateor; (b) until the Minimum Runs have been met but in no event longerthan  Two (2) years after theEffective Date(i.e., four airings) (“Term”).

 

**V.****                                 ****Territory:** United States (the “Primary Territory”) and Mexico (the “Bonus Territory”)(collectively, “Territory”).

 

**VI.****                             ****WPTE Obligations inRegard to Episode Branding:**  Provided thatthe Sponsorship Fee is paid, WPTE shall:

 

**a.****              **Provide branded sponsorship integrations as set forthin more detail on Attachment A (the “Branded Integrations”) for SponsoredEpisodes Broadcast during the Term in the Territory.

 

**b.****              **Cause the Sponsored Episodes containing the BrandedIntegrations to be broadcast on Fox Sports Network a minimum of Four Times (the“Minimum Runs”) during the Term in the Primary Territory.

 

**c.****              **Cause the Sponsored Episodes containing the BrandedIntegrations to be broadcast on “Mexico” Network a minimum of Four Times (the “MinimumRuns”) during the Term in the Bonus Territory, provided if, subject to themaking of reasonable efforts, such broadcast or only partial broadcast is notsecured, nothing shall reduce the Sponsorship Fee nor shall the same constitutea breach hereof.

 

**d.****              **Provide Four (4) commercial spots per Episode inat least Two (2) airings of the Episode during the Term and in the PrimaryTerritory.  WPTE will use best efforts toinsure that one commercial spot will run in each quarter hour and that no FTPad will run after show content is over in the last commercial pod.  WPTE represents that the Episodes arescheduled to air in prime time at 8 p.m. Sunday with a repeat later in theweek.

 

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**VII.****                         ****Sponsorship Partnershall be responsible to WPTE for the following:**Sponsorship Partner shallPay WPTE a fee of: Three Million, Two Hundred and Fifty Thousand U.S. Dollars($3,250,000 USD).  Payments shall be madein Four Equal installments as follows:  Eight Hundred Twelve Thousand Five Hundred U.S. Dollars ($812,500 USD)upon Execution of this Agreement; Eight Hundred Twelve Thousand Five HundredU.S. Dollars ($812,500 USD) on or before first broadcast airing of episode No. 8; Eight Hundred Twelve Thousand Five Hundred Dollars  ($812,500 USD) on or before first broadcastairing of episode No. 16; and Eight Hundred Twelve Thousand Five HundredDollars  ($812,500 USD) on or beforefirst broadcast airing of episode No. 24 (the “**Sponsorship Fee**”).  The payment schedule assumes that episodesbegin broadcasting in December of 2008. If broadcast is delayed, Payments 2, 3 and 4 will be shifted an amountof time equal to that delay.

 

**ADDITIONALTERMS AND CONDITIONS TO THIS SPONSORSHIP AGREEMENT ARE SET FORTH ON THE NEXTPAGE(S) UNDER THE HEADING “GENERAL TERMS AND CONDITIONS.”**

 

In Witness Whereof, theparties have executed this Agreement as of the date first set forth above.

 
| **WPT  Enterprises, Inc. (“WPTE”)** | ** **           | **Pocket Kings** (“Sponsorship  Partner”) |
|----------------------------------------------------|----------------------|-----------------------------------------------------|
| ** **                                         | ** **           | ** **                                          | ** ** | ** ** |
| ** **                                         | ** **           | ** **                                          | ** ** | ** ** |
| By:                                                | /s/ *Adam J. Pliska* |                                                |   | By: | /s/  Ian J. Imrich |
|                                               |                 |                                                |   |   |
| Name:                                              | Adam J. Pliska       |                                                | Name: | Ian J. Imrich |
|                                               |                 |                                                |   |   |
|                                               |                 |                                                |   |   |
| Title:                                             | General Counsel      |                                                | Title: | General Counsel |

 

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**GENERAL TERMS AND CONDITIONS**

 

1.             Approvals and Controls.  Sponsorship Partner shall submit SponsorshipPartner Trademarks to WPTE for inclusion in the Sponsored Episodes.  WPTE shall endeavor to use the marks asprovided by Sponsorship Partner, provided however, WPTE and the broadcastnetwork shall have final approval and control in all matters including overSponsorship Partner’s Trademark inclusion (“Approval(s)” or “Approved”).

 

2.             Trademark and Other IntellectualProperty Rights.  Sponsorship Partner’sbrand(s) and all related logos, taglines, labels and other designs andproduct identification (collectively “Sponsorship Partner’s Trademarks”) areSponsorship Partner’s property, and WPTE’s brand(s) and all related logos,taglines, labels and other design and product identification (collectively, “WPTE’sTrademarks) are WPTE’s property.  The useof a party’s Trademarks inure to the benefit of the party that holds theTrademark, and all rights in a party’s Trademark under trademark or copyrightlaw or any other basis shall be the exclusive property of the party that holdsthe Trademark.  Sponsorship Partnergrants to WPTE, subject to the terms and conditions of this Agreement, thenon-exclusive, non-assignable and non-transferable right to use the SponsorshipPartner’s Trademarks in connection with the obligations of this Agreement.

 

3.             Website Compliance.  Sponsorship Partner agrees to execute thewebsite compliance affidavit, attached as Attachment C and incorporated byreference herein.

 

4.             Insurace.  Each party will maintain commerciallyreasonable and adequate insurance coverage to cover the risks associated withtheir activities and obligations in connection with this Agreement.  Sponsorship Partner agrees to add WPTE as an “additionalinsured” on Sponsorship Partner’s general liability insurance.  A certificate of insurance showing coverageand the additional insured shall be furnished to WPTE upon execution hereof.

 

5.             Indemnity.

 

a.  Sponsorship Partner willindemnify, protect, defend and hold harmless WPTE, its parent, subsidiary andaffiliated corporations, and its and their respective directors, officers,employees and agents, from and against any and all claims, liabilities, losses,damages, injuries, demands, actions, causes of action, suits, proceedings,judgments and expenses, including reasonable attorneys’ fees, court costs andother legal expenses including, without limitation, those costs incurred at thetrial and appellate levels and in any bankruptcy, reorganization, insolvency orother similar proceedings, and any other legal expenses (collectively, “Claims”)arising from or connected with (i) any breach by Sponsorship Partner ofany provision hereof or the inaccuracy or breach of any warranty orrepresentation made by Sponsorship Partner herein or (ii) infringement ofcopyright or trademark, resulting from the use and/or display of SponsorshipPartner’s Trademarks as contemplated hereby.

 

b.  WPTE will indemnify, protect,defend and hold harmless Sponsorship Partner, its parent, subsidiary andaffiliated corporations, and its and their respective directors, officers,employees and agents, from and against any and all Claims arising from orconnected with (i) any breach by WPTE of any provision hereof or theinaccuracy of any warranty or representation made by WPTE herein, (ii) infringementof copyright or trademark, resulting from the use and/or display of WPTE’sTrademarks as contemplated hereby; and/or (iii) WPTE’s  use ofSponsorship Partner’s Trademarks in a manner that has not consistent with theobligations of this Agreement.

 

c.  Each party shall give theother party prompt notice of any Claim brought against it coming within thepurview of these indemnities.  Withinfive (5) business days after receipt of such notice, the indemnitor shallundertake the defense of each such Claim with counsel satisfactory to andapproved by the indemnitee.  If theindemnitor fails to undertake and sustain the defense of any Claim in themanner required by this Section 5(c), the indemnitee may engage separatecounsel, pay, settle or otherwise finally resolve such Claim for the accountand at the risk and expense of the indemnitor. Any payment, settlement or final resolution otherwise by the indemniteeshall release the indemnitor from liability for such Claim.  If the indemnitor undertakes the defense of aClaim in the manner required by this Section 5(c), the indemnitee may, atits own expense, engage separate counsel and participate in the defense of anyClaim brought against it.

 

d.  The foregoing indemnificationprovisions shall survive the expiration or termination of this Agreement.

 

6.             Limitation of Liability.  Neither Party will be liable to the otherunder or in connection with this Agreement, whether in contract, tort(including negligence), misrepresentation (other than where made fraudulently),breach of statutory duty, or otherwise for: any loss of business, contracts,profits, anticipated savings, goodwill, or revenue; or for any indirect orconsequential loss whatsoever incurred by a Party whether or not the partyrelying on this provision was advised in advance of the possibility of any suchloss. Nothing in this Agreement shall exclude or restrict either Party’sliability for fraud, death or personal injury resulting from that Party’snegligence.  The total aggregateliability for WPTE under this Agreement shall be limited to the actual moneysit received under this Agreement for the applicable Tour only.

 

7.             Warranty.  Sponsorship Partner represents and warrantsthat: (a) Sponsorship Partner’s purchase of rights under this Agreement isnot conditioned on any agreement or understanding that either WPTE or anyperson, firm or company affiliated with or otherwise related to WPTE willrequire any retail licensee to purchase any goods licensed by, produced, soldor offered for sale by Sponsorship Partner; (b) it has the power and authority to enter into, execute, deliverand fully perform its obligations under this Agreement, and such execution anddelivery and the performance by Sponsorship Partner of its obligationshereunder do not and will not violate or cause a breach of any other agreementsor obligations to which it is a party or by which it is bound; (c) thisAgreement, when executed and delivered by Sponsorship Partner, will be itslegal, valid and binding obligation enforceable against Sponsorship Partner inaccordance with its terms, except to the extent that enforcement thereof may belimited by bankruptcy, insolvency or other similar laws affecting creditors’rights generally;  (f) SponsorshipPartner’s Trademarks shall not violate or infringe upon the rights (including,without limitation, any copyright, trademark, service mark, literary, right ofprivacy or publicity, or tort or contract right) of any third party; (g) SponsorshipPartner’s website shall at all times, comply with the Website Affidavit set outin Attachment C and this warranty shall survive any termination or expirationof this Agreement; and (h) Sponsorship Partner shall pay the SponsorshipFee and the dates indicated as set forth in this Agreement.

 

WPTErepresents and warrants that: (a) it has the power and authority to enterinto, execute, deliver and fully perform its obligations under this Agreement,and such execution and delivery and the performance by WPTE of its obligationshereunder do not and will not violate or cause a breach of any other agreementsor obligations to which it is a party or by which it is bound; and (b) thisAgreement, when executed and delivered by WPTE, will be its legal, valid andbinding obligation enforceable against WPTE in accordance with its terms,except to the extent that enforcement thereof may be limited by bankruptcy,insolvency or other similar laws affecting creditors’ rights generally.

 

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Inaddition to being true as of the date first written above, each of theforegoing representations, warranties and covenants shall be true at all timesduring the Term hereof and, except as provided for above, during all timesthereafter.  Each party acknowledges thateach of such representations, warranties and covenants are deemed to bematerial and have been relied upon by the other party notwithstanding anyinvestigation by the other party.

 

8.             Termination.  In addition to the rights of the Parties setforth herein, and without prejudice to any other rights and remedies, eitherParty may terminate this Agreement, by written notice to the other Party, uponthe occurrence of any of the following:  (a) theadmission by the other Party of its inability to pay its debts as they falldue; (b) the filing of a voluntary petition in bankruptcy by the otherParty; (c) the filing of an involuntary petition to have the other Partydeclared bankrupt, provided such petition shall not have been dismissed, stayedor vacated within sixty (60) days thereafter; (d) the appointment of areceiver or trustee for the other Party or for any substantial portion of itsassets; (e) the making by the other Party of an assignment for the benefitof creditors or the settlement or compounding by the other Party of claims withits creditors; (f) the discontinuance of business by the other Party; (g) thebreach or default of an obligation, which default is not cured within ten (10) daysfollowing written notice of such default to the defaulting party; or (h) ifany of the representations and/or warranties hereunder by the other Party shallprove to be untrue, inaccurate or breached in any material respect.

 

WPTEmay terminate this Agreement if WPTE’s Board of Directors reasonably determinesthat one or more provisions of this Agreement, an affiliation with SponsorshipPartner, or individuals employed by Sponsorship Partner (a “Defect”) couldjeopardize any gaming regulatory license or permit held or applied for by WPTEor Lakes Entertainment, Inc., wherein such Defect remains uncured forthirty (30) days after notification by WPTE to Sponsorship Partner in writing.

 

Notwithstandinganything to the contrary contained in the foregoing, in no event shall thetermination or expiration of this Agreement, for cause of otherwise, terminatethe license from Sponsorship Partner to WPTE respecting Sponsorship Partner’sTrademarks to continue to distribute, exhibit and exploit the television seriesand/or Sponsored Episodes produced in connection with this Agreement or anyparts or elements thereof occurring prior to such termination or expiration, orthe use, publication or dissemination of any advertising in connectiontherewith, in any and all media now known or hereafter derived in perpetuitythroughout the universe

 

Asused herein, a “Force Majeure” event shall mean the interruption of or materialinterference with either party’s business or activities by any cause oroccurrence not within such party’s control, including, but not limited to,fire, flood, epidemic, earthquake, explosion, terrorist threat or activity,public health emergency (e.g., SARS), act of God or public enemy, satellite orequipment failure, riot or civil disturbance, war (declared or undeclared), orany federal, state or local government law, order or regulation, or order ofany court.  Delay or non-performance ofthe parties’ respective obligations hereunder due to a Force Majeure eventshall not be deemed a breach of the Agreement.

 

9.             Compliance With the Law.  If a reasonable basis exists for believingthat any provision of this Agreement violates any (i) federal, state orlocal law or regulation, or (ii) code, rule, regulation or directiveadopted by an industry trade association affecting either party’s performanceof the Agreement (collectively, “Law”), then the parties shall promptly modifythis Agreement to the extent necessary to bring about compliance with such Law;provided, however, that if such modification would cause this Agreement to failin its essential purpose or purposes, it shall be deemed terminated by mutualagreement of the parties.

 

10.           Waiver of Injunctive****Relief.    In the event of any breach by WPTE of thisAgreement or any of WPTE’s obligations hereunder, the rights and remedies ofSponsorship Partner shall be limited to the right to recover damages, if any,in an action at law, and Sponsorship Party hereby waives any right or remedy inequity, including without limitation any right to terminate the exhibition ofthe Episode or any other right granted to WPTE hereunder and/or to seekinjunctive or other equitable relief to enjoin, restrain or otherwise impair inany manner the production, distribution, exhibition, promotion or otherexploitation of the television series and/or Sponsored Episodes produced or anyparts or elements thereof.

 

11.           Miscellaneous.

 

a.  This Agreement constitutes theentire understanding between the parties with respect to the subject matterhereof and supersedes all prior or contemporaneous agreements, promises,understandings or representations, written or oral, in regard thereto.  This Agreement cannot be modified except byan agreement in writing signed by authorized representatives of both partiesand specifically referring to this Agreement. The paragraph headings set forth herein are for convenience only and donot constitute a substantive part of the Agreement.  This Agreement may be executed in two or morecounterparts, each of which shall be an original, but all of which shallconstitute the same instrument.  Theexecution of this Agreement by facsimile shall be deemed to be an originalexecution of this Agreement.

 

b.  The failure of either party toobject to or to take affirmative action with respect to any conduct of the otherparty which is in violation of the terms hereof shall not be construed as awaiver thereof, nor of any future breach or subsequent wrongful conduct.  The rights and remedies set forth herein areintended to be cumulative, and the exercise of any one right or remedy byeither party shall not preclude or waive its exercise of any other rights orremedies hereunder or pursuant to law or equity.

 

c.  The parties shall be and actas independent contractors, and under no circumstances shall this Agreement beconstrued as one of agency, partnership, joint venture or employment betweenthe parties.  Each party acknowledges andagrees that it neither has nor will give the appearance or impression of havingany legal authority to bind or commit the other party in any way.

 

## **d.  Neither party shall assign, transfer orpledge this Agreement, or any interest or rights of any kind herein, withoutthe prior written consent of the other party, except WPTE may assign thisAgreement in connection with a merger, reorganization or sale of all orsubstantially all of the business or equity interests.  Subject to the foregoing, this Agreementshall be binding upon and inure to the benefit of the parties and theirsuccessors and assigns.**

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        e. The parties acknowledge that the terms and conditions of this Agreementare confidential, and that, unless compelled by law (and then only to theminimum extent necessary), no party shall publicly disclose any of the termsand conditions of this Agreement to any third party; provided, however, thatWPTE may disclose the terms of this Agreement in its normal course ofbusiness.  In addition, neither partyshall disclose to any third party, without the prior written consent of theother party, any confidential information or trade secret of the other partylearned during the performance of this Agreement, and any such confidentialinformation or trade secret shall be used only for the purpose of performingthe obligations hereunder.  The foregoingshall not be deemed to prohibit any disclosures made for the parties’ internalpurposes, to its direct and indirect parents, subsidiaries and affiliates andits and their respective directors, officers, and employees and their outsideattorneys, auditors, consultants or accountants on a confidential, investors orrepresentatives of investors, on a need-to-know basis, and/or to anydisclosures which may be required by any applicable law, rule orregulation, filing requirement or by order or decree by any court of competentjurisdiction.  This Paragraph shallsurvive the expiration or earlier termination of this Agreement.

 

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f.  Should any party commencelegal action to interpret or enforce the terms of this Agreement, theprevailing party in such action shall be entitled to recover reasonableattorneys’ fees and costs, including those incurred at the trial and appellatelevels and in any bankruptcy, reorganization, insolvency or other similarproceedings.

 

g.  Failure to enforce compliancewith any term or condition of this Agreement will not constitute a waiver ofsuch term or condition, nor shall it restrict the right to subsequently enforcesuch term or condition in the future.

 

h.              This Agreementshall be deemed to have been made and entered into in the Republic of Irelandwithout regard to its principles of conflicts of laws, and shall be governed bythe laws of Ireland. The parties agree that any dispute related to thisAgreement must be venued in any court of competent jurisdiction in Ireland andthe Parties submit to the exclusive jurisdiction thereof.

 

i.                 The followingprovisions shall survive any termination or expiration of this Agreement**:** Sections 2, 5, 6, 7, 8, 9, 10, and 11.

 

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