**Exhibit 10.1**

 

July 31, 2006

 

 

**3G SCENELIMITED (1)**

** **

**BESSEMER VENTURE PARTNERS VI, L.P.**

**BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P.**

**BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P. (2)**

** **

**WPTENTERPRISES, INC (3)**

** **

**THEFOUNDER (4)**

 

**AND**

 

**THEEXISTING SHAREHOLDERS (5)**

** **

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**SUBSCRIPTIONAND SHAREHOLDERS’AGREEMENT**

relating to **3G SCENE LIMITED**

 

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Wilmer Cutler Pickering Hale and Dorr LLP

Alder Castle

10 Noble Street

London EC2V 7QJ

Tel:  +44 (0)207645 2400

Fax: +44 (0)20 7645 2424

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**TABLEOF CONTENTS**
| Clause                                           | ** ** | ** **                                               | ** ** | **Page** |   |
|--------------------------------------------------|------------|----------------------------------------------------------|------------|----------|--------|
|                                             |       |                                                     |       |     |
| 1.                                               |       | DEFINITIONS AND INTERPRETATION                           |       | 2        |
|                                             |       |                                                     |       |     |
| 2.                                               |       | SUBSCRIPTION FOR INVESTOR SHARES                         |       | 8        |
|                                             |       |                                                     |       |     |
| 3.                                               |       | COMPLETION                                               |       | 9        |
|                                             |       |                                                     |       |     |
| 4.                                               |       | THE BUSINESS                                             |       | 11       |
|                                             |       |                                                     |       |     |
| 5.                                               |       | MANAGEMENT                                               |       | 11       |
|                                             |       |                                                     |       |     |
| 6.                                               |       | ACCOUNTING AND ADMINISTRATION                            |       | 13       |
|                                             |       |                                                     |       |     |
| 7.                                               |       | DIRECTORS                                                |       | 13       |
|                                             |       |                                                     |       |     |
| 8.                                               |       | TRANSFER OF SHARES                                       |       | 15       |
|                                             |       |                                                     |       |     |
| 9.                                               |       | WARRANTIES, REPRESENTATIONS AND INFORMATION  OBLIGATIONS |       | 15       |
|                                             |       |                                                     |       |     |
| 10.                                              |       | PAYMENT IN SHARES                                        |       | 18       |
|                                             |       |                                                     |       |     |
| 11.                                              |       | RESTRICTIONS                                             |       | 18       |
|                                             |       |                                                     |       |     |
| 12.                                              |       | IMPLEMENTATION                                           |       | 19       |
|                                             |       |                                                     |       |     |
| 13.                                              |       | LIQUIDATION PREFERENCE                                   |       | 20       |
|                                             |       |                                                     |       |     |
| 14.                                              |       | PFIC AND CFC                                             |       | 20       |
|                                             |       |                                                     |       |     |
| 15.                                              |       | EXIT                                                     |       | 22       |
|                                             |       |                                                     |       |     |
| 16.                                              |       | WPTE PUT OPTION                                          |       | 23       |
|                                             |       |                                                     |       |     |
| 17.                                              |       | COSTS                                                    |       | 24       |
|                                             |       |                                                     |       |     |
| 18.                                              |       | ANNOUNCEMENTS AND CONFIDENTIALITY                        |       | 24       |
|                                             |       |                                                     |       |     |
| 19.                                              |       | TERMINATION                                              |       | 24       |
|                                             |       |                                                     |       |     |
| 20.                                              |       | PROVISIONS RELATING TO THIS AGREEMENT                    |       | 25       |
|                                             |       |                                                     |       |     |
| 21.                                              |       | NOTICES                                                  |       | 26       |
|                                             |       |                                                     |       |     |
| 22.                                              |       | GOVERNING LAW AND JURISDICTION                           |       | 26       |
|                                             |       |                                                     |       |     |
| SCHEDULE 1 THE EXISTING SHAREHOLDERS             |       | 28                                                       |
|                                             |       |                                                     |       |     |
| SCHEDULE 2 DETAILS OF THE COMPANY AND SUBSIDIARY |       | 30                                                       |

 

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| SCHEDULE 3 PART A – CONSENT MATTERS                                                               |   | 31     |
|--------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                   |   |   |   |   |
| SCHEDULE 3 PART  B - MATTERS WHICH THE COMPANY CANNOT UNDERTAKE WITHOUT THE CONSENT OF A BVP  DIRECTOR |   | 33     |
|                                                                                                   |   |   |   |   |
| SCHEDULE 4 RESOLUTION                                                                                  |   | 34     |
|                                                                                                   |   |   |   |   |
| SCHEDULE 5 WARRANTIES                                                                                  |   | 35     |
|                                                                                                   |   |   |   |   |
| SCHEDULE 6 CAPITALISATION TABLE OF THE COMPANY IMMEDIATELY  AFTER COMPLETION                           |   | 48     |

 

 

**AgreedForm Documents:**

Articles

RegistrationRights Agreement

ServiceAgreement

PartnershipContract

ManagementRights Letter

IndemnificationAgreement

Code of Conduct

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**THIS AGREEMENT** is executed and delivered as a deed and ismade on 31 July 2006

**BETWEEN**:

(1)                                  **3G SCENE LIMITED**, (registered number 04126153) a privatecompany limited by shares organised under the laws of England and Wales, whoseregistered office is at 42-46 High Street, Esher, Surrey KT10 9QY (the “**Company**”);

(2)                                  **BESSEMERVENTURE PARTNERS VI, L.P.**,****a limitedpartnership, acting by its general partner, Deer VI & Co. LLC, whoseprincipal place of business is 1865 Palmer Avenue, Suite 104, Larchmont,NY 10538;

**BESSEMER VENTURE PARTNERS VI INSTITUTIONAL, L.P.**,****a limited partnership, acting by itsgeneral partner, Deer VI & Co.LLC, whose principal place of business is 1865Palmer Avenue, Suite 104, Larchmont, NY 10538;

**BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.**,****a limited partnership, acting by itsgeneral partner, Deer VI & Co.LLC, whose principal place of business is 1865Palmer Avenue, Suite 104, Larchmont, NY 10538;

(together “**BVP**”);

(3)                                  **WPT ENTERPRISES, INC** of 5700 Wilshire Blvd., Suite #350, LosAngeles, CA 90036, USA (“**WPTE**”);

(4)                                  **PETERKARSTEN**ofSt. Crispin, The Friary, Old Windsor SL4 2NS (the “**Founder**”); and

(5)                                  Those persons, not beingthe Founder, whose names and addresses are listed in Schedule 1 (the “**ExistingShareholders**”).

**WHEREAS:**

(A)                              The Company is a private company limited byshares organised under the laws of England and Wales, further details of whichare set out in Schedule 2.  The Founderand the Existing Shareholders are the legal and beneficial owners of the entireissued share capital of the Company.  TheCompany was re-registered as a limited company having formerly been a publiclimited company on 6 July 2006.

(B)                                The authorised share capital of the Company is£341,798.55, divided into 34,179,855 Ordinary Shares of £0.01 each, of which(i) 22,292,116 Ordinary Shares have been allotted and are fully paid up and areheld as set out in Schedule 1 (the “**ExistingShares**”) and (ii) a further 9,525,000 Ordinary Shares have beenauthorised and are intended for use in relation to the Company’s Share OptionPlan (as defined below).

(C)                                BVP has provided a loan of £250,000 to theCompany pursuant to the First Loan Note Instrument, and a loan of £500,000 tothe Company pursuant to the Second Loan Note Instrument.  BVP has agreed to convert these loans intoand the Investors (as defined below) have agreed to subscribe for, and theCompany has agreed to issue, the

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Investor Shares (as definedbelow), and the Company has agreed to give certain representations andwarranties to the Investors in connection therewith.

**IT IS AGREED** as follows:

# 1.**                                      ****Definitions and Interpretation**

## 1.1                                 Inthis Agreement, including the schedules and the recitals:

“**Accounts**” means the audited financial statements of theCompany for each of the Company’s accounting reference periods (including ineach case the directors’ and auditor’s reports);

“**Articles**” means the articles of association of theCompany in the agreed form to be adopted pursuant to the Resolution, as amendedfrom time to time;

“**Auditors**” means the Company’sauditors from time to time;

“**Board**” means the board ofdirectors of the Company from time to time;

“**Books and Records**” means all books and records relating tothe Company and includes, without limitation, all notices, correspondence,orders, inquiries, drawings, plans, books of account and other documents andall computer disks or tapes or other machine legible programs or other records;

“**Business**” means the businessspecified in clause 4 to be carried on by the Company and the Subsidiary;

“**BusinessDay**”means a day (other than a Saturday, Sunday or public holiday) on which clearingbanks in the England and Wales are open for business;

“**Business Information**” means all information, know how and records (whether or notconfidential and in whatever form held and whether commercial, financial,technical or otherwise) including (without limitation) all formulae, designs,specifications, drawings, films, data, manuals and instructions and allcustomer lists, sales information, business plans and forecasts, and alltechnical or other expertise and all computer software and computer readablemedia and all accounting and tax records, correspondence, orders and inquiriesrelating to the relevant person or its business or affairs;

“**BusinessPlan**” means the five yearindicative projection dated January 2006 relating to the Business, a copy ofwhich is annexed to this Agreement;

“**BVPDirectors**” thedirectors nominated by BVP pursuant to clause 7.2;

“**CFC**” means a “ControlledForeign Corporation” as such expression is defined in the Code;

“**Code**” means the US Internal Revenue Code of 1986, as amended from time totime (or any successor thereto);

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“**Code of Conduct**” means the code ofconduct of the Company in relation to gaming matters, in the agreed form;

“**Companies Act**” means the CompaniesAct 1985 (as amended);

“**Completion**” means the parties’performance of their obligations under clause 3;

“**Connected Person**” means, in respectof any person:

### (a)                                  anyperson connected with such person (and “**connected with**”bears the meaning set out in section 839 of Income and Corporation Taxes Act1988 (“**ICTA**”); and/or

### (b)                                 anycompany under the control of such person (and “**control**”bears the meaning set out in section 840 of ICTA); and/or

### (c)                                  any associatedcompany of such person (and “**associated company**”bears the meaning set out in section 416 of ICTA);

“**Directors**” means all of thedirectors of the Company;

“**Disclosed**” means fairly disclosed to the Investors in aDisclosure Letter with sufficient explanation and detail to identify clearlythe nature, scope and implications of the matter disclosed;

“**Disclosure Letter**” means a letter of thesame date as this agreement addressed by the Warrantors to the Investors anddisclosing certain matters in relation to the Warranties;

“**ExistingShares**” means all the Ordinary Shares in issue immediately before Completion;

“**Exit**” has the meaningascribed to it in clause 17.1;

“**Fair Market Price**” means the price perShare agreed between the Investors and the Company or the Investors and theFounder (as the case may be), or failing agreement, as determined and certifiedby the Auditors.  For the purposes ofdetermining the Fair Market Price, the Auditors shall assume that the Companywill continue as a going concern and that the sale of Shares is as between awilling vendor and a willing purchaser;

“**FirstLoan Note Instrument**” means the loan note instrument dated 27 March 2006 constituting up to£250,000 redeemable convertible loan notes;

“**GamingLegislation**” means any laws, orders, regulations, instruments, and any other subordinatelegislation of whatsoever nature and in whatsoever jurisdiction which affectthe gaming business that the Company currently carried on over the internet orthrough a mobile or cellular telephone or other form of communication andthrough its Gaming Websites;

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“**GamingWebsites**” means any website of the Company used for the purposes of offeringpersons the facility to gamble over the internet or through a mobile orcellular telephone or other form of communication;

“**IndemnificationAgreements**” means the indemnification agreements in the agreed form, indemnifyingthe BVP Directors from liabilities incurred as directors of the Company;

“**IntellectualProperty**” means domain names, patents, trade marks, service marks, rights indesigns, trade names, copyrights, rights in any drawings, designs, plans,specifications, manuals, computer software and computer data, films and tradesecrets, specifications in respect of product components, test inspection andpackaging specifications and any Business Information, whether or not any ofthese is registered and including applications for any such right, matter orthing or registration thereof and any right under licences or consents inrelation to any such right, matter or thing and all rights or forms ofprotection of a similar nature or having equivalent or similar effect to any ofthese which may subsist anywhere in the world and all other informationnecessary for the technical exploitation of any of the same, and “**Intellectual Property Rights**” shall be construed accordingly;

“**Investors**” means BVP, WPTE andany other person who has adhered to the Shareholders’ Agreement as an Investor;

“**InvestorMajority**” means the holders of a majority of the Preference Shares held by theInvestors;

“**InvestorShares**” means up to 32,696,595 Preference Shares to be subscribed at thePreference Issue Price by the Investors pursuant to clause 2 comprising inaggregate (on a fully converted and diluted basis) 59.5% of the issued Sharesof the Company immediately following Completion;

“**Know How**” means any skills,knowledge, experience, technical information or techniques or whatsoever natureutilised or gained by the relevant person in the course of its business;

“**Last Accounts**” means the draft financial statements of the Company asat, and for the accounting reference period ended on, the Last Accounts Date(including the directors’ report);

“**Last Accounts Date**” means 31 March2006;

“**Liquidation Event**” means a liquidation,dissolution, winding up, sale of all or substantially all of the assets of theCompany, a merger or sale of Shares of the Company in which 50% or more of theoutstanding voting rights conferred by the issued share capital are transferredor a reorganisation (other than one in which the holders of issued shares ofthe Company prior to such event continue to hold in excess of 50% of the totalvoting rights conferred by the issued share capital of the surviving entity) oran exclusive, irrevocable licensing of all or substantially all of the Company’sIntellectual Property to a third party;

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“**Listing**” means the closingof an underwritten public offering by the Company of all or part of the sharecapital of the Company (or any depository receipts representing such sharecapital) whereby the Ordinary Shares (and shares derived therefrom) areadmitted to trading on the Official List or the Alternative Investment Marketof the Stock Exchange, the New York Stock Exchange, NASDAQ, or a listing orquotation on another recognised stock exchange in compliance with applicablelaws and regulations;

“**LoanNote Instruments**” means the First Loan Note Instrument and the Second Loan NoteInstrument;

“**Major Investors**” means investors, not beingcompetitors to the Company, holding at least 5,000,000 Preference Shares, orthe equivalent number thereof having adjusted for consolidations, stock split,bonus issues or equivalent reorganisations following the date of thisAgreement;

“**Management Rights Letter**” means themanagement rights letter to be entered into between the Company and theInvestors in the agreed form;

“**OrdinaryDirector**” thedirector nominated by the holders of Ordinary Shares pursuant to clause7.3;

“**OrdinaryShares**” means ordinary shares of £0.01 each in the capital of the Companyhaving the rights set out in the Articles;

“**Partnership Contract**” means a licensing andpartnership contract to be entered into between the Company and WPTE in theagreed form;

“**PFIC**” means a “PassiveForeign Investment Company” as such expression is defined in Section 1297 ofthe Code;

“**PreferenceIssue Price**” means £0.22877 per Preference Share (as adjusted for shareconsolidations and sub-divisions);

“**Preference Shares**” means cumulative,redeemable preference shares of £0.01 each in the capital of the Company havingthe rights set out in the Articles;

“**QEF Election**” means a “QualifyingElection Fund” election made by BVP pursuant to section 1295 of the Code;

“**Qualified Public Offering**” means a Listing incircumstances where the value of the equity share capital of the Company issuedupon the Listing exceeds £15,000,000 and where the price per Share into whichthe Preference Shares convert is at least five times the Preference IssuePrice;

“**RegistrationRights Agreement**” means the registration rights agreement to be entered into between theCompany and the Investors in the agreed form;

“**Resolutions**” means the specialresolutions in the form of Schedule 4 to be passed at Completion *inter alia*to adopt the Articles and allotthe Investor Shares;

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“**SecondLoan Note Instrument**” means the loan note instrument dated 30 April 2006 constituting up to£500,000 redeemable convertible loan notes;

“**SecurityInterest**” means any mortgage, charge (whether fixed or floating), pledge, lien,hypothecation, encumbrance, assignment, trust arrangement, title retention orother security interest or other arrangement of any kind having the effect ofconferring security;

“**ServiceAgreement**” means the agreement between the Company and the Founder in the agreedform;

“**ShareOption Plan**” means the pool of 9,525,000 Ordinary Shares reserved for employees andconsultants of the Company;

“**Shares**” means the OrdinaryShares and the Preference Shares together;

“**Shareholders**” means theregistered shareholders of the Company from time to time;

“**StockExchange**” means the London Stock Exchange plc;

“**Subpart F Income**” bears the meaningset out in section 952 of the Code;

“**Tax**” or “**Taxation**” means and includesall forms of taxation and statutory, governmental, supra-governmental, state,principal, local governmental or municipal impositions, duties, contributionsand levies, in each case wherever imposed and all penalties, charges, costs andinterest relating thereto and without limitation all employment taxes and anydeductions or withholdings of any sort;

“**Warranties**” means therepresentations and warranties set out in Schedule 5 and given pursuant toclause 9.1;

“**Warrantors**” means the Companyand the Founder.

## 1.2                                 **Construction of Certain Terms**.  In this Agreement, including the schedulesand recitals:

“**agreement**” includes anycommitment or arrangement, and references to being party to an agreement orhaving agreed to anything shall be construed accordingly;

“**agreedform**”in relation to a document, means in a form signed or initialled for the purposeof identification by or on behalf of the parties to this Agreement;

“**asset**” includes every kindof property, asset, interest or right, including any present, future orcontingent right to any revenues or other payment;

“**Company**”, in Clauses 3.6, 4, 5, 6, 11, 12and 14 and Schedule 3 includes the Company and any subsidiary of theCompany.  The Company shall procure thecompliance of any subsidiaries with the provisions set out therein;

“**liability**” includes every kindof debt or liability (present or future, certain or contingent), whetherincurred as principal or surety or otherwise;

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“**successor**” includes any personwho is entitled (by assignment, novation, merger or otherwise) to any otherperson’s rights under this Agreement or any other document (or any interest inthose rights) or who, as administrator, liquidator or otherwise, is entitled toexercise those rights; and in particular references to a successor include aperson to whom those rights (or any interest in those rights) are transferredor pass as a result of a merger, division, reconstruction or otherreorganisation of it or any other person;

“**waiver**” includes anagreement not to rely on or assert certain provisions or rights during aspecified period, until further notice or while or if specified conditions aresatisfied; and

“**written**” in relation to anotice, consent, demand or other communication under this Agreement, or anamendment or waiver concerning it, includes any such communication sent bye-mail or facsimile transmission and any other mode of reproducing words in alegible and permanent form.

## 1.3                                 **Terms Defined in the Companies Act**.  Unless otherwise specifically provided, termsused in this Agreement and defined in the Companies Act shall have the meaningsgiven to them in that Act.

## 1.4                                 **Reference to clauses etc**. References to clauses, sub-clauses, recitals and schedules are toclauses and sub-clauses of, and recitals and schedules to, this Agreementand the schedules form part of this Agreement and shall have the same force andeffect as if expressly set out in the body of this Agreement and any referenceto this Agreement shall include the schedules.

## 1.5                                 **Singular, plural and genders**.  Words importing the singular include theplural and vice versa and words importing a gender include every gender.

## 1.6                                 **Headings**.  Headingsare only for convenience and shall not affect the meaning of any provisions ofthis Agreement.

## 1.7                                 **Authorities**. References to any particular governmental, administrative or otherauthority or agency shall include references to any equivalent or substantiallysimilar authority or agency in the country in which the relevant person isincorporated or trading or tax resident or has previously traded.

## 1.8                                 **Constitutional Documents**. Reference to the memorandum and/or articles of association of a bodycorporate or unincorporated includes, where applicable, reference to itscertificate or articles of incorporation, by-Laws and/or other constitutionaldocuments.

## 1.9                                 **Awareness**.  Where anystatement is qualified by the expression “so far as the Warrantors are aware”or “to the best of the Sellers’ knowledge, information and belief” or anyexpression of similar import, that statement shall be deemed to include anadditional statement that it has been made after all reasonable enquiry.

## 1.10                           **General Words**.  The *ejusdem generis*rule shall not apply to this Agreement.

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## 1.11                           **Contrary Intention**. Clauses 1.1 to 1.10 apply unless a contrary intention appears.

# 2.                                       **subscription for investor shares**

## 2.1                                 Subjectto clause 2.2, in reliance on the accuracy of the Warranties and othercovenants and undertakings given by the Warrantors in this Agreement butacknowledging that the Investors are not so relying on any other warranty orrepresentations by the Warrantors, the Investors agree to subscribe for thenumber of Shares set out below at the Preference Issue Price and the Companyagrees to issue such Investor Shares to the Investors for an aggregate price of£5,555,000.01 payable in full at Completion, upon and subject to the terms andprovisions of this Agreement and the Articles:

| Investor                                         | ** ** | **No. of Preference  Shares** | ** ** | **Total Subscription  (£)** | ** ** |
|--------------------------------------------------|------------|-----------------------------------------|------------|---------------------------------------|------------|
| Bessemer Venture  Partners VI, L.P.              |       | 12,916,903                              |       | 2,954,999.90                          |       |
| Bessemer Venture  Partners VI Institutional L.P. |       | 218,560                                 |       | 49,999.97                             |       |
| Bessemer Venture  Partners Co-Investment L.P.    |       | 4,349,347                               |       | 995,000.12                            |       |
| WPTE                                             |       | 6,747,220                               |       | 1,555,000.02                          |       |
| **TOTALS**                                       | ** ** | **24,232,030**                          | ** ** | **5,555,000.01**                      | ** ** |

 

## 2.2                                 Theaggregate Preference Issue Price to be paid by BVP in accordance with clause2.1 shall be satisfied as to £750,000 on conversion of the notes issuedpursuant to the Loan Note Instrument and as to £3,249,999.99 in cash.  In respect of each of the BVP entities theamount satisfied on conversion of the notes issued pursuant to the Loan NoteInstrument and the amount payable in cash is as follows:

| BVP Entity                                   | ** ** | **Loan Notes (£)** | ** ** | **Cash Payable (£)** | ** ** |
|---------------------------------------------------|------------|-----------------------------------|------------|-------------------------------------|------------|
| Bessemer Venture  Partners VI, L.P.               |       | 554,064                           |       | 2,400,935.90                        |       |
| Bessemer Venture  Partners VI Institutional, L.P. |       | 9,375                             |       | 40,624.97                           |       |
| Bessemer Venture  Partners Co-investment L.P.     |       | 186,561                           |       | 808,439.12                          |       |
| **TOTAL**                                         | ** ** | **750,000**                       | ** ** | **3,249,999.99**                    | ** ** |

## 2.3                                 Thepayment of part of the Preference Issue Price from the conversion of the notesissued under the Loan Note Instrument shall satisfy in full the obligation ofthe Company under the Loan Note Instrument and immediately following Completionthe notes issued pursuant to the Loan Note Instrument shall be cancelled.

## 2.4                                 Theparties hereby agree that a further 8,414,565 Preference Shares be madeavailable for subscription until 31 December 2006 upon the same terms andconditions as this

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## Clause 2,provided that any subscribers for such Preference Shares shall be approved byan Investor Majority and the Board and shall enter into a Deed of Adherence tothis Agreement as an Investor.

# 3.                                       **Completion**

## 3.1                                 **Timing and Place of Completion**.  Subject to the provisions of this Agreement,Completion shall take place at such place as the parties may agree immediatelyafter the execution of this Agreement (or at such other place and time as theparties may agree).

## 3.2                                 **Resolution of Members**. At Completion, the Founder and Existing Shareholders shall procure thatan extraordinary general meeting of the Company is held or a written resolutionis signed by all members in which:

### (a)                                  theResolutions are passed;

### (b)                                 thedirectors are authorised to allot and issue the Investor Shares; and

### (c)                                  anypre-emption rights or any equivalent provisions are disapplied in relation tothe Company.

## 3.3                                 **Completion Obligations**. Forthwith upon the conclusion of the extraordinary general meeting orsigning of the Resolutions, as the case may be, referred to in clause 3.2above:

### (a)                                  infull reliance on the accuracy of the Warranties and other covenants andundertakings on the part of the Warrantor in this Agreement, the Investorsshall each subscribe for their respective Investor Shares at the PreferenceIssue Price and shall procure the payment of amounts then due in cash inaccordance with clause 2 to such account of the Company as the Company shallnominate;

### (b)                                 theCompany will procure that a meeting of the Board is held at which (to theextent the same has not already been done):

#### (i)                                     thereare allotted, fully paid, to each of the Investors, the Investor Sharessubscribed by them pursuant to clause 3.3(a), the appropriate entries are madein the Registers of Allotments and Members of the Company and the relevant share certificate(s) are issued to theInvestors;

#### (ii)                                  RonElwell and Christopher Farmer are appointed as directors of the Company andshall be designated as the BVP Directors in accordance with clause 7.2 andArticle 18.3 of the Articles;

#### (iii)                               RichardKarsten resigns as a director of the Company.

### (c)                                  theDirectors shall deliver or procure that there are delivered to each of theInvestors:

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#### (i)                                     evidencesatisfactory to the Investors that the actions specified in clause 3.3(b) havebeen fulfilled;

#### (ii)                                  theService Agreement, duly executed by the Founder and the Company;

#### (iii)                               theRegistration Rights Agreement, duly executed by the Company;

#### (iv)                              theManagement Rights Letter, duly executed by the Company;

#### (v)                                 theIndemnification Agreements, duly executed by the Company;

#### (vi)                              thePartnership Contract, duly signed by the Company and WPTE;

#### (vii)                           Legalopinions from Company Counsel as to Corporate and Regulatory matters.

## 3.4                                 **Waiver of Pre-emption Rights**.  Eachparty hereby gives any waiver of any pre-emption or other right, and anyconsent, which may be necessary under the Articles or otherwise in connectionwith the matters contemplated by this Agreement, and the Founder and theExisting Shareholders shall at Completion pass (or ensure so far as withintheir power to do so that there is passed) any resolution of the Company whichmay reasonably be required for the purpose of carrying any provision of thisAgreement into effect.

## 3.5                                 **Completion Obligations notfulfilled**.  If a party (other than any or all of theInvestors) fails, for any reason, to comply with any obligation under theforegoing provisions of this clause 3, the Investors may, at their option:

### (a)                                  by written notice to the other parties defer thedate for Completion by one or more periods not exceeding 30 days in aggregatein respect of all the parties’ obligations under this clause 3 or of thoseobligations which have not been complied with; or

### (b)                                 proceedto Completion so far as practicable (including completing the subscription for,and issue of, some of the Investor Shares only), but without prejudice to anyparty’s rights (whether under this Agreement or the general law) as regards theobligations with which the defaulting party has not complied; or

### (c)                                  servea termination notice on the other parties, in which case the parties shall berelieved of their obligations under this Agreement and shall have no claimagainst each other in connection therewith except for any obligation or claimwhich any party may have in connection with any antecedent breach by any partyof any provision of this Agreement and any continuing obligation or claim whichany party may have in connection with clause 19.

## 3.6                                 **Purpose of Funds**.  TheCompany shall procure that monies raised from the Investors’ subscription forthe Investor Shares will be used for the purposes of the Company’s workingcapital requirements and such other matters as the Board shall decide.

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# 4.**                                       The Business**

At all times during thecontinuance of this Agreement, the business of the Company shall be the designand operation of software and products which enable the Company and itsdistribution channels (such as mobile carriers) to offer gaming services totheir customers or such other business as may be agreed in accordance with clause5.1 and the Company’s memorandum of association.  The Business shall be carried on at all timesin the best interests of the Company.

# 5.                                       **Management**

## 5.1                                 **Board; Investor Approval**.  Theoverall management of the Business shall be carried out by the Board and, tothe extent permitted by law and without prejudice to any other provisions ofthis Agreement, each of the Shareholders (other than the Investors) agree toexercise all voting rights and powers of control available to him in relationto the Company to procure that the Company shall not, take or agree to take anyaction referred to in:

### (a)                                  Schedule 3 (Part A) except with the prior writtenconsent of an Investor Majority;

### (b)                                 Schedule 3 (Part B) except with the priorapproval of the Board or a committee thereof, including the consent of a BVPDirector.

## 5.2                                 As a separate obligation, severable from theobligations in Clause 5.1, and to the extent permitted by law, the Companyagrees that except with the prior written consent of an Investor Majority, itshall not effect any of the matters referred to in Schedule 3 (Part A) andexcept with the prior approval of the Board or a committee thereof, includingthe consent of a BVP Director it shall not effect any of the matters atSchedule 3 (Part B).

## 5.3                                 **Board Meetings**.  TheCompany shall procure insofar as it is able that:

### (a)                                  an agenda of the business to be conducted at eachmeeting of the Board or at any meeting of a committee of the Board shall besent by or on behalf of the Board to the Directors not less than 14 days priorto the date fixed for any such meeting;

### (b)                                 unless otherwise agreed by all members of theBoard, Board meetings shall occur regularly and not less than once in eachcalendar month;

### (c)                                  the Board gives proper and adequate considerationat any meeting of the Board or committee of the Board to any matters raised byor on behalf of any of the Directors; and

### (d)                                 as soon as practicable after any meeting of theBoard or committee of the Board a copy of the minutes thereof be sent to eachof the Directors.

## 5.4                                 **Company Compliance**.  The Company and theFounder shall procure insofar aseach is able that the Company shall:

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### (a)                                  carry on and conduct its business and affairs ina proper and efficient manner so as to generate maximum value for Shareholdershaving due regard for all applicable legal requirements and the provisions ofits memorandum of association, the Articles, any resolution of the Company andthis Agreement;

### (b)                                 take all such reasonable action as is necessaryto protect its Intellectual Property Rights and/or other property and assets(including without limitation, requiring every employee and consultant of theCompany to enter into a proprietary information and inventions agreement and anon-solicitation and non-competition agreement in the form approved by a BVPDirector);

### (c)                                  obtain and maintain at all times in full forceand effect insurance policies with a reputable insurance office covering allits insurable assets against loss or damage by fire, infestation and otherrisks usually insured against by companies carrying on businesses of a similarnature to the Business including, inter alia, public and employees’ liability,product liability and third party injury, in such manner and in such amounts asmay be considered prudent by the Board and make any claims that may arisethereunder;

### (d)                                 within 60 days of Completion, obtain a lay personlife assurance policy on Peter Karsten in the amount of at least £500,000 withthe Company and the Investors named as beneficiaries;

### (e)                                  notify each of the Directors promptly of anycircumstances of which it may become aware from time to time which mightreasonably be expected to give rise to legal proceedings of any nature againstthe Company or its officers or employees;

### (f)                                    to take such commercially and financially viablesteps as it reasonably considers necessary to prevent any person below the ageof 18 or any person who is resident in any jurisdiction where gambling over theinternet or via a mobile or cellular telephone or via some other form of communicationis prohibited by any applicable law (“**Prohibited Person**”) toaccess any gaming provided by the Company and/or the Subsidiary over theinternet or via a mobile or cellular telephone or via some other form ofcommunication (the “**ProhibitedBusiness**”);

### (g)                                 to take such commercially and financially viablesteps as it reasonably considers necessary to put in place proper procedures toensure that the Company does not enter into the Prohibited Business whetherintentionally or otherwise.

## 5.5                                 **ObservationRights.**  So longas WPTE holds at least 50% of the Investor Shares purchased by it from theCompany on the date hereof and subject to the provisions of clause 11.1, theparties hereto agree as follows:

### (a)                                  WPTEis entitled to appoint at its discretion from time to time an observer (the “**Observer**”) who may attend all of the meetings of the Boardor any committee thereof (such right, an “**Observation Right**”);

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### (b)                                 TheObserver will receive notice of all meetings of the Board and all othercommunications, minutes, information, financial reports and materials furnishedfrom time to time to members of the Board, as if such Observer was a member ofthe Board, including material distributed before, during and after meetings ofthe Board;

### (c)                                  TheObserver may attend the Board meetings without the right to vote as a member ofthe Board or any other rights or obligations and duties of a member of theBoard. The Observation Rights granted pursuant to this agreement shallterminate upon the first to occur of (i) the date on which WPTE ceases tobe a holder of at least 50% of the number of Investor Shares purchased by WPTEas of today’s date, or (ii) the date of WPTE’s written notice to the Company ofits termination of its Observation Rights.

# 6.**                                       Accounting andAdministration**

## 6.1                                 **Financial Information. **The Company shall distribute to the Major Investors and the BVPDirectors:

### (a)                                  annual, quarterly, and monthly financialstatements, and other information as determined by the Board;

### (b)                                 within 30 days of the end of each fiscal year, acomprehensive operating budget forecasting the Company’s revenues, expenses,and cash position on a month-to-month basis for the upcoming fiscal year;

### (c)                                  promptly following the end of each quarter anup-to-date capitalisation table; and

### (d)                                 such other information readily available to theCompany as a Major Investor and/or BVP Director may from time to timereasonably require.

## 6.2                                 **Inspection of Books and Records**.  Each ofthe Major Investors and their authorised representatives shall have the rightto inspect the Company’s premises and to examine the separate Books and Recordsof the Company on reasonable notice during normal business hours and shall havethe right (at their own expense) to take away copies of or extracts from allsuch Books and Records. The Company shall also supply the Major Investors withall information relating to the business affairs and financial position of theCompany as the Major Investors may from time to time reasonably require.

## 6.3                                 **Audited Accounts**.  Ifrequested by the Board, the Company shall procure that its annual financialstatements are prepared in US GAAP by an accounting firm of internationalstanding.

# 7.                                       **DirectorS**

## 7.1                                 **Board Composition**.  Themaximum number of directors of the Company shall be five, comprising of:

### (a)                                  two BVP Directors;

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### (b)                                 the Founder;

### (c)                                  the Ordinary Director;

### (d)                                 one other person mutually agreeable to the otherboard members.

## 7.2                                 **Appointment of BVP Directors**.  Whilstand so long as this Agreement is in force and BVP and/or its authorised representativesholds share capital of the Company, BVP shall be entitled to appoint twopersons to the Board (and as members of each and any committee of the Board) asnon-executive directors and to remove such persons (for whatever reason) andappoint other persons to be BVP Directors in their place. Any such appointmentor removal of a BVP Director shall be effected by an instrument in writingsigned by BVP or on its behalf by a duly authorised representative and shalltake effect, subject to the person so nominated signing a consent to act, uponlodgement at the registered office of the Company.

## 7.3                                 **Appointment of Ordinary Director**.  Whilstand so long as this Agreement is in force the holders of a simple majority ofthe issued Ordinary Shares from time to time shall be entitled to appoint oneperson to the Board as a non-executive director (such Director being anOrdinary Director), and to remove such person (for whatever reason) and appointanother person to be an Ordinary Director in his place. Any such appointment orremoval of an Ordinary Director shall be effected by an instrument in writingsigned by such holders of Ordinary Shares and shall take effect, subject to theperson so nominated signing a consent to act, upon lodgement at the registeredoffice of the Company.

## 7.4                                 **Appointment of AlternateDirectors**.  Notwithstanding any provision from time totime of the Articles, each BVP Director and the Founder shall be entitled toappoint any person to be his alternate director, shall not be required to hold anyshare qualification, shall not be subject to retirement by rotation and shallnot be removed except by BVP or the Founder (as the case may be) or on itsbehalf by a duly authorised representative. In the case of the Founder, the identity of the alternate director shallbe agreed in advance with BVP.

## 7.5                                 **Disclosure of information**.  Each BVPDirector (and his alternate director) shall be entitled to disclose to BVP anyinformation concerning the Company obtained by virtue of such office withoutviolating any contractual, fiduciary or other obligation including, but notlimited to clause 11.1.

## 7.6                                 **Reimbursement**.  TheCompany will reimburse the BVP Directors with the reasonable costs andout-of-pocket expenses incurred by such Directors in respect of attendingmeetings of the Company or carrying out authorised business on behalf of theCompany.

## 7.7                                 **Insurance**.  Within60 days following a written request by a BVP Director, the Company shall takeout and maintain in force for the duration of the BVP Directors’ appointment apolicy of insurance in respect of each BVP Director with a company and in anamount satisfactory to the Board, including the BVP Directors.  Arrangements shall be made by the Company toensure that this provision binds its assignees and successors.

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# 8.**                                      ****Transfer of Shares**

## 8.1                                 **Restriction on Share transfers**.  No holder of Ordinary Shares (other than theInvestors) shall, without the prior written consent of the Investors, sell,assign, transfer, give, donate, or otherwise dispose or enter into any contractfor differences, swap or other derivative transaction that changes value ordetermines reference by value to shares (together a “**disposal**”)or grant a Security Interest over any of its Shares in the Company or anyportion thereof or any right or interest therein now held or hereafter acquiredexcept in accordance with the provisions of the Articles (including, withoutlimitation, the rights of pre-emption and first offer, and the provisionsrelating to tag-along, drag-along and sale of a controlling interestcontained therein) or this Agreement.

## 8.2                                 **Condition Precedent to ShareTransfers**.  Except as may otherwise be agreed by theInvestors in writing, it is a condition precedent to any transfer of any Sharesto a person not already a party to this Agreement that such person agrees inwriting in a form reasonably satisfactory to the Investors to be bound by theterms of this Agreement or to such of the terms of this Agreement and of anyother agreement ancillary hereto or referred to herein as bind the transferorof such Shares prior to such transfer becoming effective.

## 8.3                                 **Effect of Transfer in Breach**.  Anytransfer or purported transfer made otherwise than in accordance with theprovisions of this Agreement or the Articles shall not be registered on thebooks of the Company and shall be void and of no effect whatsoever as to theCompany.

# 9.                                       **Warranties, Representationsand Information Obligations**

## 9.1                                 **General**.  Inconsideration of the Investors agreeing to enter into this Agreement and tosubscribe for their Investor Shares, each of the Warrantors jointly andseverally:

### (a)                                  representsand warrants to the Investors and each of them that each statement in Schedule5 is true and accurate and not misleading;

### (b)                                 acknowledges that the Investors have been inducedto enter and are entering into this Agreement on the basis of and in relianceupon the accuracy of the Warranties; and

### (c)                                  agrees that the Investors and each of them mayrely on the Warranties and any information provided under clause 9.3 to the exclusionof any other information.

## 9.2                                 **Separate and IndependentWarranties**.  Each Warranty shall be construed as aseparate and independent warranty and shall not be governed, limited orrestricted by reference to or inference from any other terms of this Agreementor any other Warranty.  The Warrantiesshall survive the completion of this Agreement.

## 9.3                                 **Provision of Information**.  TheCompany shall promptly provide the Investors with any information which theInvestors, acting by an Investor Majority, may by written

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## notice reasonably request in relation to any of the Warranties but thisonly applies to information which is (either now or at the date of thisrequest) in the possession of the Company or which the Company or itsprofessional advisers can reasonably be expected to obtain.

## 9.4                                 **No Restriction of Rights**.  Noprovision of this Agreement shall operate:

### (a)                                  to exclude, restrict or otherwise impair anyright or remedy (including without limitation any right to damages orrescission and equitable remedies of all kinds) to which an Investor is orbecomes entitled (or, but for the provision in question, would be or becomeentitled) by virtue of legislation or otherwise under the general lawapplicable in England; and

### (b)                                 toexclude, restrict or otherwise impair any right to rescind this Agreement towhich any Investor becomes entitled (or, but for the provision in question,would become entitled).

## 9.5                                 **Deductions/Withholdings**.  Ifthe Company is required by law to make any deduction or withholding from anypayment due under the terms of this Agreement it shall do so and the sum duefrom the Company in respect of such payment shall be increased to the extentnecessary to ensure that after the making of such deduction or withholding theInvestors receive and retain (free of any liability in respect of any suchdeduction or withholding) a net sum equal to the sum the Investors would havereceived and retained had no such deduction or withholding been required to bemade.

## 9.6                                 **Limitations on Liability**. The limitations set out in this clause 9.6 shall not apply to a claimunder this agreement against the Warrantors in respect of a breach of Warranty(a “Claim”) which is (or the delay in discovery of which is) the consequence offraud, or dishonesty on the part of the Warrantors:

### (a)                                  Therights of the Investors in respect of any Claim shall only be enforceable ifthe Investors give written notice to the Warrantors (giving so far aspracticable the amount and reasonable details of the Claim) on or before thedate being six (6) months from the date of completion and signing of the auditfor the financial year ended 31 March 2007.

### (b)                                 TheWarrantors shall not be liable in respect of any Claim under the Warrantiesunless the total cumulative liability of the Warrantors in respect of all suchClaims exceeds £25,000 (in which event the Warrantors shall be liable for thewhole of such liability and not merely for the excess).

### (c)                                  Wherethere have been breaches of the Warranties then the Investors shall not beentitled to recover from any Warrantor under the Warranties in respect of allsuch breaches more than:

#### (i)                                     inrespect of the Founder, a total of 1 x his compensation received from theCompany in the year following Completion;

#### (ii)                                  inrespect of the Company, a total sum equal to the aggregate Preference IssuePrice paid for the Investor Shares.

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### (d)                                 TheInvestors shall not be entitled to recover from the Warrantors under theWarranties more than once in respect of the same damage suffered.

### (e)                                  TheWarrantors shall be under no liability under the Warranties in respect of anymatter to the extent that the matter or circumstance giving rise to suchliability was Disclosed.

### (f)                                    Ifany Claim against the Warrantors is notified to them, the Warrantors (otherthan the Company) shall (so far as they are able) afford and procure that theCompany affords to the Investors and their advisers all reasonableopportunities and facilities to inspect all relevant books and records and totake copies of them for the purpose of ascertaining the position.

### (g)                                 AnyClaim shall be deemed to be withdrawn (if it has not been previously satisfied,settled or withdrawn) unless legal proceedings in respect thereof have beencommenced within nine months of the giving of written notice of the Claim.

### (h)                                 TheWarrantors shall not be liable for any Claim under the Warranties to the extentthat it arises, or is increased or extended by:

#### (i)                                     anychange to legislation, any increase in rates of taxation or any change in thepublished practice of a revenue authority, in each case made on and/or afterthe date of this Agreement and not publicly known at the date of thisAgreement;

#### (ii)                                  anychange in the accounting reference date of the Company made on and/or after thedate of this Agreement to the extent not envisaged or taken into account in thepreparation of the Business Plan; or

#### (iii)                               anychange in any accounting policy or practice of the Company made on and/or afterthe date of this Agreement to the extent not envisaged or taken into account inthe preparation of the Business Plan save where such change is required toconform such policy or practice with generally accepted policies or practicesor where such change is necessary to correct an improper policy or practice.

### (i)                                     TheWarrantors shall not be liable for any claim under the Warranties to the extentthat the fact, matter, event or circumstance giving rise to such claim isremediable and is remedied by or at the expense of the Warrantors within thirtydays of the date on which written notice of such claim is given to theWarrantors.

### (j)                                     TheWarrantors shall not be liable in respect of any Claim under the Warranties tothe extent that it arises, or is increased or extended by:

#### (i)                                     anyaction or omission to take action by the Company or one of its subsidiariestaken at the express and written request of an Investor Majority or with theconsent of an Investor Majority;

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#### (ii)                                  anyaction or omission to take action where consent or agreement to take or omit totake such action was required under the terms of this Agreement and requestedfrom the Investors and/or a BVP Director but refused.

### (k)                                  Ifany claim under the Warranties shall arise by reason of some liability which atthe time that the claim is notified to the Warrantors shall be contingent only,then the Warrantors shall not be under any obligation to make payment inrespect thereof until such time as such contingent liability ceases to becontingent and becomes an actual liability.

# 10.**                                ****Payment in Shares**

## 10.1                           Without prejudice to anyremedies available to it by statute or by law, any Investor may, in respect ofany claim against the Company or the Founder for breach of the Warranties whichit has failed to satisfy within 30 days of such claim falling due, require thatthe same be satisfied in whole or in part by the issue or transfer (as the casemay be) to the Investor credited as fully paid up (at a subscription priceequal to the Fair Market Price thereof) of further Preference Shares in theCompany, or in the case of transfers from the Founder, Ordinary Shares, havinga value as nearly as may be to the amount to be thereby satisfied.  Each of the Shareholders and the Directorsshall do all things within their control necessary to procure the creation andissue of any Shares in the Company to be issued pursuant to this clause andeach of them hereby irrevocably waives and undertakes to do all things withinits power to procure the waiver of all pre-emption or any other similar rightsin relation thereto and in relation to any transfers of Shares by theFounder.  The subscription price for suchshares or consideration for the transfer of such shares shall be satisfied bysetting off and extinguishing the liability of the Company or the Founder (asthe case may be) to the Investors thereby satisfied.

# 11.                                 **Restrictions**

## 11.1                           **Non-disclosure of BusinessInformation**.  Without prejudice to its common law duties,and notwithstanding clause 7.5, no party to this Agreement (other than theCompany) shall at any time after the date of this Agreement disclose or makeavailable to any person or use for any purpose of himself or any other personany Business Information which has been, or is after the date of thisAgreement, developed, applied or used in or which in any way relates to anybusiness or activity or affairs of the Company or any Shareholder.

## 11.2                           **Permitted Disclosure of BusinessInformation**.  Clause 11.1 does not apply to any BusinessInformation which is not confidential or which is already in the public domainother than following a breach by the disclosing party of clause 11.1 or whichis disclosed:

### (a)                                  to a court, governmental, official or regulatoryauthority or to inspectors or others authorised by such an authority or by orunder any legislation to carry out any enquiries or investigation; or

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### (b)                                 to the employees or professional advisers of anyparty if it appears necessary or reasonable for such persons to obtain the samefor the purpose of discharging their responsibilities; or

### (c)                                  in connection with any proceedings arising out ofor in connection with this Agreement,

providedalways that the disclosing party shall use its best endeavours to procure thatany Business Information so disclosed is kept confidential by the person towhom it is disclosed.

# 12.                                 **COVENANT**

TheCompany hereby covenants to BVP and WPTE that at all times following the dateof this Agreement, the Company shall conduct the Business in accordance with (i)the Gaming Legislation and (ii) the Code of Conduct.

# 13.                                 **INDEMNITIES**

## 13.1                           In theevent that the Company breaches the covenant at Clause 12 or the warranties atparagraph 16 of Schedule 5 (Warranties), the Company shall, to the extentlawful, indemnify and hold BVP and WPTE, their agents, affiliates and employees(excluding the BVP Directors) (together, the “Indemnified Persons”) harmlessagainst all losses, liability, damages, costs and expenses incurred by theIndemnified Persons resulting directly or indirectly from such breach (“Losses”);provided that, in relation to a breach of Clause 12, calculation of Lossesshall exclude any losses incurred by BVP or WPTE solely as a result of areduction in the value of BVP’s or WPTE’s shareholding in the Company onaccount of such breach unless the Company may be held liable for such Losses asprovided for in Clause 13.2 below.

## 13.2                           TheCompany shall not have any liability to the Indemnified Persons whether underthe indemnity in Clause 13.1 or otherwise for any losses incurred on account ofa reduction in the value of such person’s shareholding in the Company, if suchreduction is the result of a breach of the covenant at Clause 12 and if suchbreach can be shown by the Company to have been unknowingly committed by theCompany after: (1) its reasonable investigation of the Gaming Legislation; (2)consultation with legal counsel; and (3) having ensured that the Business isoperating in compliance with the Code of Conduct and such Gaming Legislation asit was aware of pursuant to (1) - (2) above.

## 13.3                           If theLast Accounts change from the date of this Agreement to the date upon whichthey are formally signed by the Auditors and such change discloses a materialliability not disclosed by the Last Accounts at the date of this Agreement, theCompany shall indemnify the Investors for any losses incurred on account of areduction in the value of such person’s shareholding in the Company as a resultof such material liability.

# 14.                                 **Implementation**

## 14.1                           Each party undertakes to each other that it shall(and shall ensure that any nominee for it will), in so far as it is able,execute any deeds or documents and exercise or waive

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## any rights and generally take any action which may be necessary forthis Agreement or the Articles to be carried into effect.

## 14.2                           Inthis Agreement, where any action is required to be taken, or refrained frombeing taken, by the Company, the Shareholders (other than the Investors) andthe Founder shall exercise their respective rights (including voting rights)and powers as a director or shareholder, as the case may be, to ensure thatsuch action is taken, or is refrained from being taken, as the case may be andwhere any vote is required by law for any action required of the Companypursuant to this Agreement or the Articles, if the Investor Majority vote infavour of any such action then all the Shareholders shall so vote.

## 14.3                           Theparties agree that upon a merger or consolidation of the Company with or intoanother entity, a spin-off, a corporate reorganisation affecting the Company ora similar transaction affecting the Company’s issued share capital, any shares,securities or other property (including cash or cash equivalents) that are byreason of such transaction exchanged for, or distributed with respect to, anyRestricted Shares (as defined in the Articles) shall immediately be subject tocompulsory transfer on cessation of employment equivalent to the provisions ofArticle 12 of the Articles and each of the parties undertakes to each otherthan it shall (and shall ensure that any nominee for it will) execute any deedsor documents necessary to give effect to this Clause, including any deeds anddocuments necessary to ensure that in the event of a merger or consolidation ofthe Company with or into another entity or any other corporate reorganisation,such compulsory transfer provisions may be exercised by the Company’s successoror acquirer on equivalent terms to those contained in the Articles.

# 15.                                 **Liquidation Preference**

## 15.1                           ThePreference Shares shall rank senior to all other classes of Shares for thepurposes of, inter alia, a Sale, liquidation or winding up.  Such “**liquidation preference**”is set out in the Articles and the parties to this Agreement hereby agree thatthe Articles shall not be amended in any manner that may prejudice suchpreference without the prior written consent of BVP.

# 16.                                 **PFIC AND CFC**

## 16.1                           Notwithstandingany other provisions of this Agreement or the Articles to the contrary andwithout prejudice to the rights of BVP pursuant to clause 5 and Article 5.5 ofthe Articles:

### (a)                                  the Company shall not, and the Founder shallprocure that the Company shall not, without the prior written consent of BVP,issue or allot any Shares to any person if following such issue or allotmentthe Company, in the reasonable opinion of counsel or accountants appointed byBVP, would be a CFC with respect to the Shares held by BVP;

### (b)                                 no later than two (2) months following the end ofeach Company taxable year, the Company shall provide the following informationto BVP:  (i) the Company’s capitalisationtable as of the end of the last day of such taxable year

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### and (ii) a report regarding the Company’s status as a CFC.  In addition, the Company shall provide BVPwith access to such other Company information as may reasonably be required byBVP to determine the Company’s status as a CFC to determine whether BVP isrequired to report its pro rata portion of the Company’s Subpart F Income onits United States federal income tax return, or to allow BVP to otherwisecomply with applicable United States federal income tax laws;

### (c)                                  theCompany shall make due inquiry with its tax advisors on at least an annualbasis regarding its status as a CFC and regarding whether any portion of theCompany’s income is Subpart F Income.  Inthe event that the Company is, in the reasonable opinion of the Company’s taxadvisors or of counsel or accountants appointed by BVP, a CFC with respect tothe Shares held by BVP, the Company shall and the Founder shall procure thatthe Company shall use reasonable endeavours to ensure that it minimises, to theextent practicable, any Subpart F Income;

### (d)                                 theCompany shall use its reasonable endeavours to avoid being a PFIC.  The Company shall make due inquiry with itstax advisors on at least an annual basis regarding its status as a PFIC, and ifthe Company is informed by its tax advisors that it has become a PFIC, or thatthere is a likelihood of the Company being classified as a PFIC for any taxableyear, the Company shall promptly notify BVP of such status or risk, as the casemay be.  In the event that BVP notifiesthe Company in writing that it has made a QEF Election, the Company shall andthe Founder shall procure that the Company shall:

#### (i)                                     assoon as reasonably practicable following the end of each taxable year of theCompany (but in no event later than 90 days following the end of each suchtaxable year) provide to BVP an annual PFIC information statement; and

#### (ii)                                  duringbusiness hours, provide access to BVP to the Company’s books, records,documents, information and employees as is reasonably required by BVP in orderthat it may prepare and file US federal income tax returns in connection withsuch QEF Election;

### (e)                                  theCompany shall, and the Founder shall procure that the Company shall, take suchaction as is reasonably necessary including, without limitation, making anelection to be treated as a corporation (for the purposes of the Code) orrefraining from making an election to be treated as a partnership (for thepurposes of the Code) as may be reasonably required by BVP, acting on theadvice of its counsel or accountants, to ensure that the Company is, at alltimes, treated as a corporation for United States federal income tax purposes;and

the Company shall make dueinquiry with its tax advisors on at least an annual basis regarding whether BVP’sinterest in the Company is subject to the reporting requirements of either orboth of Sections 6038 and 6038B of the Code (and the Company shall duly informBVP of the results of such determination), and in the event that the Company’stax advisors or BVP’s tax advisors determine that BVP’s

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interest in Company is subjectto such reporting requirements, Company agrees, upon a request from BVP, toprovide such information to BVP as may be necessary to fulfil BVP’s obligationsthereunder.

## 16.2                           Inaddition to the Preferential Dividend (as defined in the Articles) and withoutprejudice to the entitlement to receive the Preferential Dividend in itsentirety, if any Major Investor is required as a result of the application ofthe CFC rules or a QEF Election to the Company to include any amount in grossincome for United States federal income tax purposes, the Investor Majorityshall have the right to require that the Company makes a cash distributionsufficient to cover the tax liabilities incurred by any such Major Investorwith respect to such amount (provided that a per-share distribution is paid toall other holders of Preference Shares if required by law in an amount which isthe minimum required by law).

# 17.                                 **Exit**

## 17.1                           **Parties’ Intentions**.  It isthe intention of the parties that the Business be developed so that within 4years of Completion the entire issued share capital of the Company may beeither sold to a third party or all or part of the issued share capital besubject of a Qualified Public Offering (an “**Exit**”).

## 17.2                           **Co-operation**.  If it isproposed by the Investors pursuant to clause 17.1 to seek an Exit, each of theparties to this Agreement shall:

### (a)                                  give such co-operation and assistance as theInvestors may reasonably request; and

### (b)                                 exercise all such rights and powers as they mayhave in relation to the Company whether as a director, shareholder orotherwise, so as to procure (so far as he or it is able so to procure) that anExit is achieved in accordance with such proposal.

## 17.3                           **No giving of Warranties**.  TheFounder acknowledges that none of the Investors nor any BVP Director intend togive any warranties (except as to title to any Shares beneficially owned by theInvestor) or any indemnities in connection with an Exit.

## 17.4                           **Registration Rights**. Each of the Investors shall be entitled to the registration rights setforth in the Registration Rights Agreement. Any registration rights previously granted to any Shareholder are herebyrevoked and shall be replaced by the registration rights set out herein.  The Company will not grant registrationrights to any other Shareholder in the Company with rights superior to thosegranted to the holders of Preference Shares without the prior written approvalof each of the Investors.

## 17.5                           Onan Exit no transfers or sales shall be permitted during any lock-up periodrequired by the underwriters or brokers in connection with the Exit.

## 17.6                           Ona Listing, each Party hereby agrees that they shall not sell or otherwisetransfer any interest in any Shares owned by them immediately prior to the dateof such Listing, for a period of 180 days following the date of such Listingprovided that the Directors and

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## holders of 1%or more of the Company’s fully-diluted share capital agree and comply with thesame restriction.  Each Party furtheragrees to enter into a lock-up agreement with any underwriter, sponsor orcorporate finance adviser in the terms hereof.

# 18.                                 **wpte put option**

## 18.1                           Inthe event that (i) WPTE terminates the Partnership Contract pursuant to theprovisions of clause 23.5 thereof, or (ii) after the termination of thePartnership Contract for any reason, WPTE’s board of directors reasonablydetermines that (a) WPTE’s ownership of the Shares, (b) any one or more of theprovisions of this Agreement, or (c) an affiliation with the Company orindividuals employed by the Company or a part of the Company’s network couldjeopardise any gaming regulatory license or permit held or applied for by WPTEor its parent company, Lakes Entertainment, Inc. (and the Company has failed tocure or rectify the issues outlined above to WPTE’s reasonable satisfactionwithin 30 days of the termination (the “**Cure Period**”)),then WPTE shall have the right to serve notice on the Company (“the**Put Notice**”) to the effect that either (i) it requires theCompany to repurchase the Shares then held by it (“the**WPTE SaleShares**”) or (ii) it wishes to transfer the WPTE Sale Shares to athird party.  The Put Notice must begiven by WPTE in writing to the Company within 15 Business Days of the end ofthe Cure Period in order to be valid. The Put Notice may only be given in respect of all the Shares then heldby WPTE.

## 18.2                           Inthe event that WPTE requires the Company to repurchase the WPTE Sale Shares,the Company shall, to the extent that it is lawfully able to do so, repurchasethe WPTE Sale Shares at a price per Share equal to the lower of the Fair MarketPrice (as determined by the Auditors) or the Preference Issue Price.  Provided it is lawfully able to do so, theCompany shall repurchase the WPTE Sale Shares and pay the considerationtherefor within 15 Business Days of the determination of the Fair Market Pricehereunder.  In the event WPTE disagreeswith the Auditor’s determination of the Fair Market Price, WPTE will select anauditor and both WPTE’s auditor and the Auditors will mutually select a thirdindependent auditor (the “**Independent Auditor**”)which will determine the Fair Market Price. The Independent Auditor’s determination of the Fair Market Price shallbe binding on the parties hereto, but in no event will the Company be requiredto pay in excess of the Preference Issue Price pursuant to this clause 16.2.

## 18.3                           In theevent that WPTE wishes to sell the WPTE Sale Shares to a third party, WPTEshall specify the price (“the**WPTE Sale Shares Price**”)at which it intends to sell the WPTE Sale Shares in the Put Notice.  The Company shall within 15 Business Days ofreceipt of the Put Notice notify WPTE in writing whether the Founder and/or theMajor Investors (other than WPTE) are willing to purchase the WPTE Sale Sharesat the WPTE Sale Shares Price.  In theevent that the Founder and/or the Major Investors (other than WPTE) are sowilling, WPTE shall transfer the WPTE Sale Shares to such shareholders inconsideration for the WPTE Sale Shares Price. In the event of competition, the Founder and the Major Investors (otherthan WPTE) shall purchase the WPTE Sale Shares pro-rata to their shareholdings.  In the event that the Founder and/or theMajor Investors (other than WPTE) purchase the WPTE Sale Shares, suchshareholders agree to pay (in proportion to the WPTE Sale Shares purchased bythem) half of the reasonable expenses of the third party named in the PutNotice in

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## connectionwith its evaluation of the purchase of the WPTE Sale Shares, except to theextent that WPTE would not otherwise be responsible for such expenses.  In the event that such shareholders are notwilling to purchase some or all of such shares, WPTE may transfer the WPTE SaleShares to the third party nominated in the Put Notice at the WPTE Sale SharesPrice but not otherwise. The parties agree and acknowledge that the right offirst refusal provisions contained in clause 8 of the Company’s Articles ofAssociation will not apply to the sale of any WPTE Sale Shares pursuant to thisclause 18.3.

# 19.                                 **Costs**

## 19.1                           Atand conditional upon Completion, the Company shall pay the reasonable legal andother costs of the Investors in connection with the negotiation, preparationand exchange of this Agreement and the matters referred to herein.

## 19.2                           TheCompany shall pay to the Investors on demand:

### (a)                                  allcosts and expenses (including legal, administrative and out-of-pocket expensesand any related Value Added Tax) reasonably and properly incurred by theInvestors in connection with the amendment of this Agreement; and

### (b)                                 allcosts and expenses (including legal and out-of-pocket expenses and valuer’sfees and any related Value Added Tax) reasonably and properly incurred by theInvestors in contemplation of, or otherwise in connection with, the enforcementof any rights under this Agreement.

# 20.                                 **Announcements andConfidentiality**

## 20.1                           **Agreement Confidential**.  Theterms of this Agreement and all related documents and the negotiations relatingthereto are strictly confidential and no disclosure relating thereto shall bemade or issued by or on behalf of any party to this Agreement to any thirdparty (other than its professional advisers or bankers or by WPTE to theSecurities and Exchange Commission (the “**Commission**”) inconnection with its required filings with the Commission) except in the termsand at the time agreed by the parties, but such agreement shall not beunreasonably withheld or delayed.

## 20.2                           **Permitted Disclosures**.  Theprovisions of clause 11.2 shall apply mutatis mutandis in relation to theobligations of the parties under clause 20.

# 21.                                 **Termination**

## 21.1                           **Effect of Share Transfer**.  ThisAgreement shall (subject to clauses 11, 17.4, 18, 20 and 21.2) cease to bindany party hereto which ceases to own any Shares with effect from the date onwhich the transferee of that party’s Shares assumes all of that Shareholders’obligations under this Agreement unless it is agreed by the parties that suchassumption is unnecessary.

## 21.2                           **Continuing Effect**.  Theterms of this Agreement shall, notwithstanding its termination, continue tobind the parties hereto thereafter to such extent and for so

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## long as may be necessary to give effect to the rights and obligationsembodied in this Agreement.

## 21.3                           **Termination of Agreement**. Upon the completion of an Exit, this Agreement shall terminate butwithout prejudice to clauses 14.3, 17.4 and 20 and to the accrued rights andobligations of any party.

# 22.                                 **Provisionsrelating to this Agreement**

## 22.1                           **Entire Agreement**. This Agreement constitutes the entire agreement between the partiesregarding the subject matter of this Agreement and supersedes all earlieragreements of any kind regarding the same (including the term sheet dated 21March 2006 made between the parties), all of which are hereby terminated andshall cease to have effect in all respects, and the parties confirm that thereare no collateral or supplemental agreements relating to this Agreement otherthan those (if any) executed contemporaneously with this Agreement.

## 22.2                           **Assignment**.  ThisAgreement shall be binding on and enure for the benefit of each party’ssuccessors and assigns save that any purported assignment, charge, transfer orother disposition by a party of the benefit of this Agreement (or any relateddocument) or of any of its claims or rights (whether to damages or otherwise)or obligations arising under or in connection with this Agreement (or anyrelated document) which is made without the other parties’ prior writtenconsent shall be void for all purposes.

## 22.3                           **No Right of Set-off**.  Save asprovided in clause 2 and clause 10.1, no party shall be entitled to set offagainst any sums owing by it to any other party or any of them under or inconnection with this Agreement or any related document any sums owing by suchother party to it under or in connection with this Agreement or any relateddocument.

## 22.4                           **Waiver of this Agreement**.  In itssole and absolute discretion, the Investor Majority may waive (in whole or inpart) any provision of, or any of its rights under, this Agreement or anyrelated document, and may do so unconditionally or subject to any terms whichit thinks fit.

## 22.5                           **Variations, Waivers to be inwriting**.  Any variation of this Agreement, or anywaiver connected with this Agreement, shall be void for all purposes unless:

### (a)                                  in the case of a variation, it is agreed to inwriting signed by or on behalf of the Company and the Investor Majorityprovided that in the event such variation adversely affects the obligations orrights of the Founder in a different manner from the other parties, suchvariation shall also require the written consent of the Founder; or

### (b)                                 in the case of a waiver, it is set out in writingsigned by or on behalf of the party granting the waiver.

## 22.6                           **Rights not affected by Completion**.  Withoutlimiting the generality of clause 19.4, no party shall lose, or be precluded(permanently or temporarily) from exercising, any right or remedy which isconferred on it by this Agreement or any right or remedy

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## which it has in connection with this Agreement under the general law asa result of Completion having taken place or of any delay, acquiescence or lackof diligence on its part in seeking relief or by any act or course of conductby it which would otherwise imply that it was affirming this Agreement (or arelated agreement) after a breach by one or more of the other parties, norshall any single or partial exercise of any right or remedy preclude theexercise of any other right or remedy.

## 22.7                           **Provisions of Agreement Severable**.  If anyone or more of the provisions of this Agreement is, or becomes, invalid,unenforceable or illegal, the validity, enforceability or legality of theremaining provisions shall not be impaired.

## 22.8                           **No Partnership**.  Nothingin this Agreement shall create a partnership between the parties hereto or anyof them.

## 22.9                           **Supremacy of this Agreement**.  If anyof the provisions of this Agreement are inconsistent with or in conflict withany of the provisions of the Articles then to the extent of any suchinconsistency or conflict the provisions of this Agreement shall prevail asbetween the parties and the Shareholders shall use their powers as shareholderto amend the Articles and shall not exercise any rights conferred on them bythe Articles which are or may be inconsistent or in conflict with thisAgreement.

## 22.10                     **Counterparts**.  ThisAgreement may be executed in one or more counterparts (including facsimilecopies) which, when taken together shall form the same agreement.

# 23.                                 **Notices**

## 23.1                           Anycommunication to be given in connection with this Agreement shall be in writingin English and shall either be delivered by hand or sent by first class post orfax to any party at the address of that party shown on page 1 of this Agreementor such other address as the recipient may notify to the other parties for suchpurpose.

## 23.2                           Acommunication sent according to clause 23.1 shall be deemed to have beenreceived:

### (a)                                  ifdelivered by hand, at the time of delivery; or

### (b)                                 ifsent by pre-paid first class post, on the second day after posting; or

### (c)                                  ifsent by fax, at the time of completion of transmission by the sender.

If, under the precedingprovisions of this clause 23.2, a communication would otherwise be deemed tohave been received outside normal business hours in the place of receipt, itshall be deemed to have been received at 9:30am on the next Business Day inthat place of receipt.

# 24.                                 **Governing Law and Jurisdiction**

## 24.1                           ThisAgreement is governed by and is to be construed in accordance with the laws ofEngland and Wales.

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## 24.2                           Theparties irrevocably agree that the courts of England and Wales shall haveexclusive jurisdiction to settle any dispute which may arise out of or inconnection with this Agreement.

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**SCHEDULE 1**

 

**The Existing Shareholders**
| **Member**                                                                         | ** ** | **Number of Ordinary Shares** | ** ** |
|------------------------------------------------------------------------------------|------------|----------------------------------------------|------------|
|                                                                               |       |                                         |       |
| Alan Dursham  137 Waldegrave Road  Teddington  Middlesex TW11 8LL                  |       | 426,087                                      |       |
|                                                                               |       |                                         |       |
| Justin Funnell  Mountfield  Wickhurst Road  Bayleys Hill  Sevenoaks

Kent TN14 6LY |       | 426,087                                      |       |
|                                                                               |       |                                         |       |
| Peter Olof Karsten  St. Crispin  The Friary  Old Windsor SL4 2NS                   |       | 17,602,773                                   |       |
|                                                                               |       |                                         |       |
| Gavin James McArdell  54 Handy Lane  Wokingham RG41 4ST                            |       | 1,507,555                                    |       |
|                                                                               |       |                                         |       |
| Richard Rydbeck  PL37, 13721 Parola  Finland                                       |       | 666,667                                      |       |
|                                                                               |       |                                         |       |
| Julia Stead  Gloucester House  54 Richmond Hill  Richmond  Surrey TW10 6RQ         |       | 421,500                                      |       |
|                                                                               |       |                                         |       |
| Paul Stead  Gloucester House  54 Richmond Hill  Richmond  Surrey TW10 6RQ          |       | 140,297                                      |       |
|                                                                               |       |                                         |       |
| Simon Walker  4 Heathermount Drive  Crowthorne  Berkshire RG45 6HN                 |       | 100,000                                      |       |

 

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| **Member**                                                      | ** ** | **Number of Ordinary Shares** | ** ** |
|-----------------------------------------------------------------|------------|----------------------------------------------|------------|
|                                                            |       |                                         |       |
| Peter Casey  188 Rathgar Road  Dublin 6  Ireland                |       | 166,666                                      |       |
|                                                            |       |                                         |       |
| Justin Glaister  46 Brook Hill  Woodstock  Oxfordshire  OX20    |       | 166,666                                      |       |
|                                                            |       |                                         |       |
| David Casey  188 Rathgar Road  Dublin 6  Ireland                |       | 555,555                                      |       |
|                                                            |       |                                         |       |
| Marion Wolfertshofer  Albrechtstrasse 35  80636 Munich  Germany |       | 112,263                                      |       |
|                                                            |       |                                         |       |
| **TOTAL**                                                       |       | 22,292,116                                   |       |

 

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**SCHEDULE 2**

**Details of the Company**

**The Company**
| Registered Number:         | 04126153                                                                                    |
|----------------------------|---------------------------------------------------------------------------------------------|
| Status:                    | private company limited by shares                                                           |
| Registered office:         | 42-46 High Street, Esher, Surrey KT10 9QY                                                   |
| Directors:                 | Karsten, Peter Olof

Karsten, Richard Peter Hugo                                            |
| Secretary:                 | SLC Corporate Services Limited                                                              |
|                       |                                                                                        |
| Bankers and Bank Accounts: | HSBC Bank plc                                                                               |
|                       |                                                                                        |
| Auditors:                  | BDO Stoy Hayward LLP                                                                        |
|                       |                                                                                        |
| Authorised share capital:  | £341,798.55 consisting of 34,179,855 ordinary shares  of nominal value £0.01 each |
| Issued share  capital:     | £222,921.16 consisting of 22,292,116 ordinary shares  of nominal value £0.01 each |

 

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**SCHEDULE 3**

**Part A – Consent Matters**

1.                                       Permit or cause to be proposed any alterationto its share capital (including any increase thereof or the creation of anysecurities having rights, preferences or privileges senior to or on a par withthe Preference Shares) or the rights attaching to its shares or waive any rightto receive payment on any of its shares issued partly paid.

2.                                       Create, allot or issue any share or loancapital or grant or agree to grant any warrants or options for the issue of anyshare or loan capital or issue any securities convertible into shares, exceptin accordance with this Agreement.

3.                                       Reduce of the amount standing to the credit ofthe Company’s share premium account or capital redemption reserve other than asexpressly provided for in the Articles.

4.                                       Establish any employee incentive plan or schemeother than contemplated in the Agreement.

5.                                       Permit or cause to be proposed any amendment toits memorandum of association or the Articles.

6.                                       Pay a dividend on or repurchase of any Sharesor redeem any loan capital (excluding employee or consultant share repurchasesupon termination of employment or service at the lower of Fair Market Value orcost or otherwise as approved by the Board including each BVP Director, or asspecifically provided in the Articles).

7.                                       Cease or propose to cease to carry on thebusiness of the Company or for it to be wound up, dissolved or liquidated savewhere it is insolvent.

8.                                       Apply or permit its directors to apply topetition to the Court for an administration order to be made in respect of theCompany.

9.                                       Factor any of its debts, or accept credit(except in the normal course of trading within limits previously agreed by theInvestors).

10.                                 Increase or decrease the authorised number ofdirectors on the Board, or permit the appointment of any person as a director,or remove any director other than pursuant to Clause 7.

11.                                 Approve any Liquidation Event or other merger,liquidation, dissolution, reorganisation or acquisition of the Company or saleof all or a substantial part of the business, undertaking or assets of theCompany.

12.                                 Incur any indebtedness (including obligationsunder hire-purchase and leasing arrangements) in relation to any item exceeding(or where obligations could exceed) £150,000 or items which in aggregate exceed£150,000.

13.                                 Dispose of any asset of a capital nature havinga book or market value greater than £50,000.

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14.                                 Establish any new branch, agency, tradingestablishment or business or close any such branch, agency, tradingestablishment or business.

15.                                 Do any act or thing outside the ordinary courseof the business carried on by it.

16.                                 Make any change to:

(a)                                  its auditors;

(b)                                 its bankers or the terms of the mandate givento such bankers in relation to its account(s);

(c)                                  its accounting reference date; or

(d)                                 the budget for any given financial year;

17.                                 Mortgage or charge or permit the creation of orsuffer to subsist any mortgage or fixed or floating charge, lien (other than alien arising by operation of law) or other encumbrance over the whole or anypart of its undertaking, property or assets.

18.                                 Conduct any litigation material to the Company,save for the collection of debts arising in the ordinary course of the businesscarried on by the Company.

19.                                 Take or agree to take any leasehold interest inor licence over any real property.

20.                                 Enter into any transaction or make any paymentother than on an arm’s length basis for the benefit of the Company.

21.                                 Enter into or vary or take any action inrelation to or otherwise in connection with any unusual or onerous contract orany other material or major or long term contract.

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**SCHEDULE 3**

**Part B - Matters which theCompany cannot undertake without the consent of a BVP Director**

A.                                   Make any loan or advance to, or own any shares orother securities of, any subsidiary or other corporation, partnership, or otherentity unless it is wholly owned by the Company;

B.                                     Make any loan or advance to any person (includingany employee or Director), other than in the ordinary course of businessdisclosed to the Board;

C.                                     Enter into or give or permit or suffer to subsistany guarantee of or indemnity or contract of suretyship for or otherwise commititself in respect of the due payment of money or the performance of anycontract, engagement or obligation of any other person or body other than fortrade accounts of the Company or for a wholly owned subsidiary of the Companyarising in the ordinary course of business;

D.                                    Make any investment (including the acquisition ofany shares in the capital of any other company), other than investments inprime commercial paper, money market funds or certificates of deposit pursuantto a plan approved by the Board;

E.                                      Enter into or be a party to any transaction withany Director or any person connected with such a Director;

F.                                      Engage, dismiss or change the compensation of anyemployee, including approving the adoption or amendment of any share optionplans (including the Share Option Plan or any increase in the number of sharesreserved thereunder), or award compensation packages (or amend any existingpackages) in each case in excess of £100,000 per year;

G.                                     Provide for acceleration of vesting of options orshares to employees on any condition, or issue equity securities to one personrepresenting in excess of 1% of the fully diluted share capital of the Company(including pursuant to the Share Option Plan);

H.                                    Make any alterations to the nature or scope of,or cease to carry on, the Business, make any material changes to thejurisdiction where the Business is managed and controlled, or commence any newbusiness;

I.                                         Deal in any way (including the acquisition ordisposal, whether outright or by way of licence or otherwise howsoever) withits Intellectual Property other than in the ordinary course of business;

J.                                        Sell, lease or purchase any domain names;

K.                                    Select a managing underwriter for the QualifiedPublic Offering or financial advisor to the Company in connection with a saleof the Company;

L.                                      Entering into the Prohibited Business.

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**SCHEDULE 4Resolution**

**3G SCENE LIMITED (Company)**

(company number 4126153)

**Written resolutions passedunder Section 381A**

**of the Companies Act 1985.**

We,the undersigned, being the members of the Company entitled to attend and voteat general meetings of the Company, hereby resolve that the followingresolutions shall take effect as an special resolutions pursuant to and inaccordance with section 381A of the Companies Act 1985 (**Act**),a copy having been delivered to the Company’s auditors before being deliveredto the Company’s members for signature.

**SpecialResolutions**

(1)                                  That the articles of association produced tothe shareholders be adopted as the new articles of association of the companyin substitution for and to the exclusion of the existing articles ofassociation.

(2)                                  That the authorised share capital of thecompany is increased from £341,798.55 (three hundred and forty one thousandseven hundred and ninety eight pounds and fifty five pence) to £701,548.55(seven hundred and one thousand five hundred and forty eight pounds and fiftyfive pence) by creating 35,975,000 cumulative redeemable preference****shares of one pence each.

(3)                                  That the directors be and are hereby generallyand unconditionally authorised pursuant to section 80 of the Act to allot relevantsecurities of the Company (within the meaning of section 80 of the Act) up tothe amount of the Company’s authorised but un-issued share capital at the dateof the passing of this resolution, such authority, unless previously revoked orvaried by the company in general meeting, to expire on the fifth anniversary ofthe date of the passing of this resolution, except that the directors may allotrelevant securities pursuant to an offer or agreement made before the expiry ofthe authority.

(4)                                  That the directors are authorised to allot upto 35,974,997 cumulative redeemable preference shares of one pence each underthe authority conferred by resolution number 3, as if clause 4.1 of the Company’sarticles of association did not apply to the allotment, such power to expire on31 December 2006 or, if earlier, the date of the company’s next annual generalmeeting.

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**SCHEDULE 5**Warranties

**1.**                                       THE SHARES, ISSUES OFSHARES AND DISTRIBUTIONS

1.1                                 **Share capital**.  TheExisting Shares constitute 100% of the issued and allotted share capital of theCompany and are fully paid and there is no Security Interest, option,conversion right, right to acquire, or other adverse interest, right, equity,claim or potential claim of any description on or over or affecting any of theShares nor are there any agreements or commitments to give or create any suchencumbrance.

1.2                                 **Percentage of Investor Shares**.  TheInvestor Shares will, when issued, on a fully converted and diluted basis,constitute 59.5% of the issued and allotted ordinary share capital of theCompany.

1.3                                 **Information true and complete**.  Theinformation set out in Schedules 1 and 2 relating to the Existing Shareholders,Founder, the Company and its wholly-owned subsidiaries is true, complete andaccurate and not misleading and, in particular, the Existing Shareholders arethe legal and beneficial owners of the Shares set opposite their respectivenames in Schedule 1 free from any Security Interest.

1.4                                 **No Security Interest**.  TheCompany has not created or issued or put under option or granted any SecurityInterest over or any right to acquire or call for the issue of any shares orloan capital of the Company now or at any time in the future and has not agreedto do any of the foregoing and no person has made any claim to be entitled toany of the foregoing.

1.5                                 **Options**.  Thereare no options outstanding and no outstanding rights to call for the issue ortransfer of any shares in the capital of the Company.

1.6                                 **General**.  TheCompany has not since incorporation:

(a)                                  made any issue of securities by way ofcapitalisation of profits or reserves (including share premium account andcapital redemption reserve);

(b)                                 purchased or redeemed any shares of any classof its share capital or otherwise reduced its share capital;

(c)                                  issued any securities within the meaning ofsection 254(1) of the Taxes Act which remain in issue at the date hereof incircumstances where the interest payable thereon falls or has fallen to betreated as a distribution under section 209(2) of the said Act; or

(d)                                 given any financial assistance in connectionwith any such acquisition of share capital as would fall within sections 151 to158 (inclusive) of the Companies Act,

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oragreed to do any such thing (whether at the option of any other person orotherwise).

1.7                                 **No agreement/arrangement**. Neither the Company, nor so far as the Warrantors are aware the ExistingShareholders nor any other Directors are party to any agreement or arrangementconcerning:

(a)                                  the transfer or disposal of any Shares or anyinterest therein or any restriction thereon or obligation relating thereto;

(b)                                 the exercise of votes at a meeting of the Boardor of the holders of any class of Shares; or

(c)                                  the right to appoint or remove any directors ofthe Company.

1.8                                 The Existing Shareholders are collectively thelegal and beneficial owners of the entire issued share capital of the Company.

**2.**                                       THE EXISTING SHAREHOLDERS

None of the ExistingShareholders and none of their respective Connected Persons:

(a)                                  so far as the Warrantors are aware have anydirect or indirect interest in any other company or business which has a closetrading relationship with or which is (so far as the Warrantors are aware) oris likely to be or become competitive with the Company;

(b)                                 owe any indebtedness or other liability to theCompany whether actually or contingently, whether solely or jointly with anyother person and whether as principal or surety, and there is no suchindebtedness or liability due or owing by the Company to the ExistingShareholders, the Founder or any of their Connected Persons; and

(c)                                  are, or at any time during the last three yearshave been, party to any agreement with the Company or in which the ExistingShareholders, the Founder or any of their Connected Persons is or has beeninterested, whether directly or indirectly.

**3.**                                       SUBSIDIARIES

The Company is not the holderor beneficial owner of any shares or securities of, or of any other interestin, any undertaking (whether incorporated or unincorporated and whether in theUnited Kingdom or elsewhere) and has not agreed to acquire any such shares,securities or interest.

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**4.**                                       FINANCIAL MATTERS

4.1                                 **Accounts**

(a)                                  The Last Accounts of the Company give a trueand fair view of the state of affairs of the Company as at the Last AccountsDate and of its results for the financial year ended on the Last Accounts Date.

(b)                                 Without limiting the generality of paragraph(a):

(i)                                     the Last Accounts of the Company either makefull provision for or disclose all liabilities (whether actual, contingent ordisputed and including financial lease commitments and pension liabilities),all outstanding capital commitments and all bad or doubtful debts of theCompany as at the Last Accounts Date, in each case in accordance with generallyaccepted accounting principles;

(ii)                                  the Accounts were prepared under the historicalconvention, complied with the requirements of all relevant laws then in forceand with all statements of standard accounting practice (or financial reportingstandards) and generally accepted accounting principles of the United Kingdomthen in force;

(iii)                               except as stated in its Accounts, no changes inthe accounting policies were made by the Company in any of its two financialyears ended on the Last Accounts Date; and

(iv)                              the results shown by the Accounts were not(except as therein disclosed) affected by any extraordinary or exceptional itemor by any other factor rendering such results for all or any of such periodsunusually high or low.

4.2                                 Since the Last Accounts Date:

(a)                                  the Company has carried on its business as agoing concern;

(b)                                 the Company has not incurred any materialliability other than in the ordinary course of its business;

(c)                                  there has been no material change in the assetsand liabilities of the Company;

(d)                                 there has been no material adverse change inthe financial or trading position of the Company;

(e)                                  the Company has not made (or agreed to make)any change in the basis or amount of the emoluments of or benefits for itsdirectors or any of its employees;

(f)                                    the Company has not acquired or set up (oragreed so to do) any new business, branch or subsidiary; and

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(g)                                 the Company has not borrowed any monies exceptfrom its bankers in the ordinary course of business and within the limits ofthe facilities available to it.

4.3                                 **Business Plan**.  Theinformation concerning the Company contained in the Business Plan and theprojections contained therein have been diligently prepared (having regard towhat is reasonable for the size and stage of development of the Company).  The assumptions and statements of belief uponwhich the Business Plan are based and the business model underlying theBusiness Plan have been carefully considered, given in good faith and arehonestly believed to be reasonable having regard to the information availableto the Company and to the market conditions prevailing at the date of thisAgreement.

**5.**                                       AGREEMENTS AND FINANCIALARRANGEMENTS

5.1                                 True and complete copies of all contracts,agreements, guarantees, indemnities, letters of intent and memoranda ofunderstanding which are material to the business of the Company in each case towhich the Company is a party or by which the Company is bound or obligated, areattached to the Disclosure Letter.

5.2                                 The Company is not a party to any contract,agreement, guarantee, indemnity, letter of intent or memorandum ofunderstanding (whether in writing or otherwise) that is not attached ordescribed in the Disclosure Letter which is or could be material to thebusiness of the Company.

5.3                                 The Company is not a party to any contractentered into otherwise than in the ordinary and usual course of business orotherwise than on arm’s length terms.

5.4                                 **Agreements**.  Inrelation to each outstanding agreement to which the Company is a party which isdisclosed under paragraph 5.1 above:

(a)                                  the Company is in the possession of each suchagreement;

(b)                                 there are no written or oral agreements whichderogate from the obligations of any person other than the Company or increasethe obligations of the Company thereunder;

(c)                                  each such agreement is valid and subsisting andhas not been terminated and, so far as the Warrantors are aware, is fullyenforceable in accordance with its terms and none of such agreements is subjectto a Security Interest granted or created by the Company;

(d)                                 the Company is not in breach of any of theterms, undertakings, covenants and agreements on its part to be fulfilled,performed and observed under each of such agreements;

(e)                                  the Company has paid all taxes, duties, impostsand other charges payable in respect of such agreements so far as such taxes,duties, imposts and other charges fall upon the Company and have become due;

(f)                                    all necessary licences, approvals and consentsrequired by the Company prior to the entry into each of such agreements and fortheir continuation were duly

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obtained and are subsisting and, so far as the Warrantors are aware, nocircumstances have arisen which may lead to withdrawal or failure to renew, ifapplicable, of any such licence, approval or consent;

(g)                                 so far as the Warrantors are aware, no counterpartyis entitled to make a valid claim against the Company in respect of anyrepresentation, breach of condition or warranty or other express or impliedterm relating to any such agreements and no matter exists which would or mightenable a person other than the Company to raise a set-off, deduction,withholding or counterclaim in any action for breach of the relevant agreementor otherwise give any person other than the Company the right to withhold ordelay payment of any sum due from it under the terms of the relevant agreementor the performance of any of its obligations thereunder;

(h)                                 no act or thing has been done or omitted to bedone by or on behalf of the Company which would or might reasonably be expectedto invalidate such agreement;

(i)                                     no person (other than the parties to suchagreements) has any rights in respect of any such agreements,

and nosuch agreement could be avoided in a winding up and, so far as the Warrantorsare aware, there are no circumstances likely to cause any of the foregoing.

5.5                                 **Debts**

(a)                                  Full and accurate details of all overdrafts,loans (including inter-company loans) or other financial facilities outstandingor available to the Company are contained in the Disclosure Letter.

(b)                                 To the Warrantors’ knowledge the Company is notin default under any instrument constituting any indebtedness or under anyguarantee of any indebtedness and there is at the date hereof no reason why anysuch indebtedness or guarantee should be called or the liabilities thereunderaccelerated before their due date (if any) or any loan facilities terminated.

**6.**                                       ASSETS

6.1                                 **Assets owned by the Company**.  Allmaterial assets used in connection with the business of the Company are theabsolute property of and in the possession or under the control of the Companyand (except as shown or reflected in the Warranted Management Accounts) are notsubject to any Security Interest, royalty, contract of sale, hire orhire-purchase agreement, leasing agreement or agreement for payment on deferredterms or other similar arrangement or bill of sale.

6.2                                 **Assets in good repair**.  Eachasset needed for the proper conduct of the Business is in good repair andworking order (fair wear and tear excepted).

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6.3                                 **Real Property**.   TheDisclosure Letter sets out accurate details of all real property owned oroccupied by the Company and in the case of real property occupied by theCompany the terms of such occupation.

6.4                                 The assets of the Company and the facilitiesand services to which the Company has a contractual right include all rights,properties, assets, facilities and services which are in the reasonable view ofmanagement necessary for the carrying on of the business of such company in themanner in which it is currently carried on.

6.5                                 The Company does not depend in any materialrespect upon the use of assets owned by, or facilities provided by, any of theFounder and/or the Existing Shareholders.

**7.**                                       INTELLECTUAL PROPERTY

7.1                                 **Protection**.  TheCompany has taken all reasonable steps to protect the Intellectual Propertyowned by it.

7.2                                 **No infringement**.  To theWarrantors’ knowledge, no activities of the Company have infringed or doinfringe or are likely to infringe any Intellectual Property Rights of anythird party and to the Warrantors’ knowledge, no claim has been made or threatenedagainst the Company or any such licensee which alleges any improper act ordisputes the right of the Company to use any Intellectual Property Rightsrelating to the Business and the Warrantors are not aware of any circumstanceslikely to give rise to such a claim.

7.3                                 **Ownership**.  Exceptas set out in paragraph 7.6 below, all Intellectual Property Rights, includingknow-how (whether registered or not or applied for), which are used by and/orare likely to be material to the business of the Company, are (or in the caseof applications will be) legally and beneficially vested solely and exclusivelyin the Company and are free from any encumbrances or other Security Interests.

7.4                                 **No disclosure of information**.  Otherthan in the ordinary course of business and subject to appropriate obligationsof confidentiality, the Company has not knowingly disclosed or permitted to bedisclosed to any person (other than to the Shareholders and to its agents,employees or professional advisers) any Business Information or any of its KnowHow, trade secrets, confidential information or lists of customers orsuppliers.

7.5                                 **Registration**. Full details of all registered IntellectualProperty Rights (including applications to register the same) and allcommercially significant unregistered Intellectual Property Rights owned by theCompany are set out in the Disclosure Letter.

7.6                                 **Licences**. Other than licences given to users or gamersin the ordinary course of business, full details are set out in the DisclosureLetter of all licence and other agreements relating to Intellectual PropertyRights to which the Company is a party (whether as licensor or licensee) andwhich are or could be reasonably considered to be material to the Company.  The Company is not in breach of any suchagreement and so far as the Warrantors are aware no third party is in breach ofany such agreement.

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7.7                                 **Validity**. Tothe best of the Warrantors’ information, all the Intellectual PropertyRights described in 7.5 above and all agreements disclosed in relation to sub-paragraph 7.6above are valid and subsisting and nothing has been done or omitted to be doneby the Company, and the Warrantors are unaware of any act or omission of anythird party, which would jeopardise the validity or subsistence of any of suchIntellectual Property Rights or such agreements.

7.8                                 **Third Party Infringement**.  So faras the Warrantors are aware, there does not exist any actual or threatenedinfringement by any third party of any Intellectual Property Rights owned bythe Company (including misuse of confidential information) or any event likelyto constitute such an infringement nor has the Company acquiesced in theunauthorised use by any third party of any such Intellectual Property Rights,nor is there any actual or threatened infringement by any third party of anyIntellectual Property Rights used under licence by the Company which is likelyto materially adversely affect the business of the Company.

7.9                                 **Employees**.  Noneof the employees or the Founder has any interest or rights in or to receive anypayment or right in respect of any Intellectual Property Rights used by theCompany (including all computer software designed, written, programmed ordeveloped by the Company, the Founder or any employees or ex-employees of the Companyand used by the Company).

7.10                           **Employee Claims**.  Noclaims have been received from employees or ex-employees to receive any paymentor right in respect of any Intellectual Property Rights used by the Company.

7.11                           No Intellectual Property Rights owned by theCompany and no licence listed in the Disclosure Letter pursuant to Warranty 7.6will be lost, or rendered liable to any right of termination or cessation byany third party, by virtue of the performance of the terms of this Agreement.

7.12                           (a)           All the accounting records and systems (including but not limited tocomputerised accounting systems) of the Company are recorded, stored,maintained or operated or otherwise held by the Company and are not wholly orpartly dependent on any facilities or systems which are not under the exclusiveownership or control of the Company;

(b)                                 The Company owns or is licensed to use allsoftware necessary to enable it to continue to use its computerised records forthe foreseeable future in the same manner in which they have been used prior tothe date of this Agreement and, does not share any user rights in respect ofsuch software with any other person;

(c)                                  Neither the hardware nor the software ownedand/or used by the Company has been affected by any defects or faults whichhave caused any material interruption to the Company’s business at any timeduring the 12 months prior to the date of this Agreement.

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**8.**                                       INSURANCE

8.1                                 **General**.  Asummary of the insurances maintained by the Company is set out in theDisclosure Letter and:

(a)                                  nothing has been done or has been omitted to bedone whereby any of the said policies has or may become void or voidable or thepremiums may become increased;

(b)                                 the said policies will continue in full forceand effect notwithstanding Completion and the policies together with thereceipts for the latest premiums payable in respect thereof are in thepossession of the Company; and

(c)                                  all premiums payable in respect of suchinsurance policies have been duly paid and none of the policies contain anyspecial or abnormal terms or restrictions or provide for the payment of anypremium in excess of the normal rate.

8.2                                 **No outstanding claims**.  Allclaims made by the Company under its past and present insurances have beensettled in full by the relevant insurers and there is no claim outstanding bythe Company under any such policies of insurance and, so far as the Warrantorsare aware, there are no circumstances likely to give rise to such a claim orwhich would or might be required under any such policies of insurance to benotified to the insurers.

**9.**                                       LITIGATION AND OTHERDISPUTES

9.1                                 **No litigation**. Neither the Company nor the Founder nor any person for whose actions ordefaults the Company may be vicariously liable is engaged in or a party to anylitigation, arbitration, prosecution or other legal proceedings or in anyproceedings or hearings before any statutory, governmental or supranationalbody, department, board or agency nor, so far as the Warrantors are aware, areany of the foregoing pending or threatened either against or by the Company orany such person and, to the knowledge of the Warrantors, there is no matter orfact in existence which might give rise to the same or form the basis of anycriminal prosecution against the Company or any such person.

9.2                                 **No breach of statutory dutyetc**.  The Company has not committed any breach ofstatutory duty or any tortious or other unlawful act which could lead to aclaim for damages or an injunction being made against it and, so far as theWarrantors are aware, there are no circumstances likely to give rise to such abreach or act.

9.3                                 So far as the Warrantors are aware, the Companyhas not sold or supplied any product or service which does not comply in allmaterial respects with all applicable laws, regulations, standards andrequirements (excluding those relating to gaming activities) in circumstanceswhere the liability of the Company is not fully covered by insurance.

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**10.**                                 COMPLIANCE WITH LEGALREQUIREMENTS

10.1                           **Full compliance**.  Exceptin respect of gaming activities the Company and every officer of the Company(in his capacity as such) has complied in all material respects with allrelevant legislation in any part of the world applicable to it and/or itsbusiness.

10.2                           **No ultra vires transactions**.  Exceptin respect of gaming activities the Company is empowered and duly qualified tocarry on business in all jurisdictions in which its present businesses are nowcarried on and has not entered into any ultra vires transaction.

10.3                           **Filing**.  Alldocuments required by the Companies Acts to be filed with the Registrar ofCompanies in respect of the Company have been duly filed and to the best of theknowledge, information and belief of the Warrantors appear on publiclyavailable records.

10.4                           **Memorandum and Articles**. Compliance has been made with the memorandum and articles of associationof the Company and all resolutions passed by the Company and all other legalrequirements concerning the Company.

10.5                           **Statutory and minute books**.  Thestatutory and minute books of the Company have been properly and accuratelywritten up and are up to date and the Company has not received any applicationor request for rectification of the register of members and all such books andrecords which are its property are in the possession of the Company or underits control.

10.6                           **No other names**.  TheCompany does not use on any of its stationery, in any of its advertisements orpublicity materials, on any vehicles or premises or otherwise carry on businessunder, any name other than its full corporate name.

10.7                           **Compliance with licences etc**.  Exceptin respect of gaming activities the Company has obtained and complied with alllicences (including statutory licences), permissions, authorisations, consentsand exemptions required for all operations of its business and the Company hasnot received any notice relating to the non-compliance with, or continuation orrenewal on less favourable terms of, any such licences, permissions,authorisations, consents and exemptions and none of the Warrantors know of anyfactors that might in any way prejudice the renewal or continuation of thesame.

**11.**                                 EMPLOYMENT

11.1                           **Employees**.  The persons whose names, job titles andprincipal terms (including salary, commission, bonus, benefits and notice period) are set out inthe Disclosure Letter are all the employees of the Company.  There are no outstanding offers ofemployment.  No changes have been made tothe terms of employment of such employees since the Last Accounts Date and,since that date, no such employee has been paid, or become entitled to be paid,any bonus or payment in the nature of a bonus other than as set out in theDisclosure Letter.

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11.2                           **Notices**.  No employee of the Company employed in amanagerial or executive capacity has given, or has been given, notice oftermination of his employment which is outstanding.

11.3                           **Compliance**. The Company has in relationto each of its employees (and so far as relevant to each of its formeremployees) complied in all material respects with all statutes, regulations,codes of conduct, terms and conditions of employment, orders and awardsrelevant to their conditions of service or to the relations between it and itsemployees (or former employees, as the case may be).

11.4                           **Benefits**.  There is no arrangement to which the Companycontributes or may become liable to contribute (whether or not legally enforceable) underwhich benefits of any kind (including any pension, gratuity,superannuation, life assurance, medical, accident, income replacement ordisability benefit or otherwise to provide “relevant benefits” within themeaning of section 612(1) of the Income and Corporation Taxes Act 1988) are payable to or in respect of any of the employees,directors or officers or any former employee or former director or formerofficer of the Company or any spouse, ex-spouse, child or dependent ofsuch person.  No proposal, assurance or commitment has beencommunicated to any person regarding any change to the terms of employment orworking conditions or regarding the continuance, introduction, increase orimprovement of any benefits or equity incentives or any customary ordiscretionary arrangement or practice and no negotiations have commenced forany such matter. **EquityIncentives**.  Except as set out in the Disclosure Letter,the Company does not operate any equity incentive scheme, share option scheme,phantom share option or profit sharing scheme for the benefit of any of itsofficers or employees.

11.5                           **Loans**. Except in respect of reimbursement ofout-of-pocket expenses and normal accruals of emoluments, no sum is owing orpromised to any employee or former employee and sum is owed by any employee orformer employee.

11.6                           **Severance Plans**.  TheCompany has no obligation to make any payment on redundancy in excess of thestatutory redundancy payment and there is no term of employment which providesthat a change in employer or person controlling the Company entitles theemployee to any payment, additional notice period or other change in terms.

11.7                           **Atypical Workers**.  For the purpose of this clause, the term “employee”shall include any worker or self employed consultant any the terms “employment”and “employer” shall be construed accordingly. Except as set out in the Disclosure Letter, the Company is not a partyto any agreements for the provisionof personnel, consultancy services or the service of personnel, nor anyoutsourcing arrangements.

**12.**                                 PENSIONS

12.1                           Save as fully described in the DisclosureLetter the Company does not operate a pension scheme or any other lifeassurance arrangement.

12.2                           The Company has at all times complied withsection 3 of the Welfare Reform and Pensions Act 1999 and all regulations madethereunder.

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**13.**                                 TAXATION

13.1                           **Punctual payment by tax**.  AllTax for which the Company is or becomes liable in respect of or which isattributable to any period prior to the date of this Agreement has been paidpunctually and in full or where the due date for payment of such liability hasnot arrived at the date of this Agreement has been provided for in full in theWarranted Management Accounts.

13.2                           **No liability for fine**.  TheCompany is under no liability to pay any penalty, interest, surcharge or finein connection with any Tax.

13.3                           **Filing of returns**.  TheCompany has filed when due with the appropriate fiscal authorities all tax andother returns, declarations, accounts and reports required to be filed, givenor delivered on or before the date hereof in respect of all Tax. Suchdeclarations, notices, requests, applications, returns, accounts, reports andother information supplied to the fiscal authorities have been accurate andcomplete as far as the Warrantors are aware and as of the date hereof are notdisputed (other than in the course of a normal tax audit) by the fiscalauthority concerned.

13.4                           **No dispute**.  TheCompany is not involved in nor have the Warrantors reason to believe that inthe future the Company will become involved in, any dispute (other than in thecourse of a normal tax audit) with the tax or other authorities concerning anymatter likely to affect in any way the liability of the Company as at the datehereof to Tax and no tax or other authority has investigated or indicated thatit intends to investigate the tax affairs of the Company.

13.5                           **PAYE obligations**.  TheCompany has properly operated any and all systems of deduction of Tax onemployee remuneration and has complied with all its reporting obligations toall tax or other appropriate authorities in all jurisdictions in connectionwith the benefits provided of officers, employees and directors of the Company.

13.6                           **Submission of returns etc**.  TheCompany has duly submitted all returns, records, claims and disclaimers and hastaken all such steps and refrained from all action which have been assumed tohave been made or refrained from (as the case may be) for the purposes of theWarranted Management Accounts.

13.7                           **Payment of stamp duty etc**.  AllTax and any stamp, registration and transfer taxes and other similar types ofduty and levy which are due or which are required to be stamped on documentswhich (i) are in the possession of the Company or (ii) by virtue of which theCompany has any right have been duly paid and/or duly stamped.

13.8                           **No act or omission**.  As faras the Warrantors are aware, no event, transaction, act or omission hasoccurred which could result in the Company becoming liable to pay or to bearany Tax which is primarily or directly chargeable against or attributable toany person, firm or company other than the Company.

13.9                           The Company has duly complied with all itsobligations to account to HM Revenue and Customs or other relevant taxationauthority and all other relevant authorities for all amounts for which it isaccountable in respect of Taxation or amounts payable

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under social security legislation, and is not liable to pay anyinterest, fine or sum of a similar nature in respect of Taxation.

13.10                     The Company has not given or been required togive any security for Taxation.

**14.**                                 INSOLVENCY

14.1                           **No winding up**.  Noorder has been made or petition presented or resolution passed for winding upthe Company and no distress, execution or other analogous process has beenlevied on any of its assets, nor has the Company either stopped payment ordeferred any payment which is now due for payment and it is not insolvent, orunable to pay its debts for the purposes of the Insolvency Act 1986.

14.2                           **No administrator etc.appointed**.  No administrator or administrative receiver(within the meaning of the Insolvency Act 1986) has been appointed or could beappointed by any person over the Company’s business or assets or any partthereof, and there is no unfulfilled or unsatisfied judgment or Court orderoutstanding against it.

14.3                           **No arrangement**.  TheCompany has not made or proposed any arrangement or composition with its creditorsor any class of its creditors.

14.4                           There are no circumstances which would entitleany person to present a petition for the winding up of the Company or toappoint a receiver of the whole or any part of its undertaking or assets.

14.5                           No officer of the Company is, or has beensubject to any bankruptcy proceedings or is or has been the officer of anycompany which has been the subject of liquidation or insolvency proceedings.

**15.**                                 MISCELLANEOUS

15.1                           **Compliance**. Compliance with the terms of this Agreement or Completion does not andwill not:

(a)                                  conflict with or result in the breach of orconstitute a default under any of the terms, conditions or provisions of:

(i)                                     any agreement referred to in Warranty 5.1 towhich the Company is now a party; or

(ii)                                  the Company’s memorandum or Articles or giverise to or cause to become exercisable any right of pre-emption, which shallnot be waived upon Completion; or

(iii)                               any order, judgment, award, injunction, decree,ordinance or regulation or any other restriction of any kind or character towhich any property of the Company is subject or by which the Company is bound;

(b)                                 result in any present or future indebtedness ofthe Company becoming due or capable of becoming due and payable prior to itsstated maturity;

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(c)                                  relieve any other party to an agreement withthe Company of its obligations thereunder or enable it to terminate itsobligations thereunder; and

(d)                                 cause any licence or authority necessary ordesirable for the continuation of the Company’s business to be determined ornot renewed or continued or renewed on less favourable terms.

15.2                           **Disclosure of information**.  Allinformation relating to the Company which the Warrantors know or shouldreasonably know and which is material to the Investors in the context of thesubscription of the Shares has been disclosed to the Investors and to the bestof the knowledge, information and belief of the Warrantors, there are no otherfacts or matters undisclosed to the Investors which may have a material adverseeffect on the financial or trading position or prospects of the Company.

15.3                           **Data Protection**.  TheCompany has not received any notice or has been engaged in any correspondencewith the Information Commissioner relating directly or indirectly to theactivities of the Company and its compliance with the Data Protection Act1998.  The Company has taken allnecessary steps as it is advised are necessary to comply with the DataProtection Act 1998 and the Company has not received any notice relating tosubject access rights under the Data Protection Act 1998.

15.4                           The execution and performance of this Agreementby the Company (including, without limitation, the allotment and issue of theInvestor Shares in accordance with the terms hereof) have been (or will priorto Completion be), authorised by all necessary corporate and other acts and donot, and will not, violate any trust deed, instrument, agreement or otherarrangement to which the Company is party.

15.5                           The Founder and Existing Shareholders have fullpower to enter into their obligations under the Agreement.

**16.**                                 GAMING WARRANTIES

16.1                           So far as the Warrantors are aware, the Companyand its officers, employees, agents and all others rendering services to theCompany have at all times complied in all material respects with the provisionsof the Gaming Legislation relating to the business and activities of theCompany, where it considers it commercially viable to do so;

16.2                           So far as the Warrantors are aware, the Companyhas not provided any credit in breach of the Gaming Legislation;

16.3                           So far as the Warrantors are aware, the Companyhas not issued or caused to be issued any advertisement in breach of the GamingLegislation;

16.4                           So far as the Company is aware, the Company isnot carrying on any Prohibited Business.

16.5                           The Company has, at all times prior to the dateof this Agreement, conducted the Business in accordance with the Code ofConduct.

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**SCHEDULE 6Capitalisation Table of the Company immediately after Completion**
| **Member**                                         | ** ** | **No. of Ordinary Shares** | ** ** | **No. of Preference Shares** | ** ** |
|----------------------------------------------------|------------|-------------------------------------------|------------|---------------------------------------------|------------|
| Alan Dursham                                       |       | 426,087                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Justin Funnell                                     |       | 426,087                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Peter Olof  Karsten                                |       | 17,602,773                                |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Gavin James  McArdell                              |       | 1,507,555                                 |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Richard Rydbeck                                    |       | 666,667                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Julia Stead                                        |       | 421,500                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Paul Stead                                         |       | 140,297                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Simon Walker                                       |       | 100,000                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Peter Casey                                        |       | 166,666                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Justin Glaister                                    |       | 166,666                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| David Casey                                        |       | 555,555                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Marion  Wolfertshofer                              |       | 112,263                                   |       |                                        |       |
|                                               |       |                                      |       |                                        |       |
| Bessemer Venture  Partners, VI, L.P.               |       |                                      |       | 12,916,903                                  |       |
|                                               |       |                                      |       |                                        |       |
| Bessemer Venture  Partners, VI, Institutional L.P. |       |                                      |       | 218,560                                     |       |
|                                               |       |                                      |       |                                        |       |
| Bessemer Venture  Partners Co-Investment L.P.      |       |                                      |       | 4,349,347                                   |       |
|                                               |       |                                      |       |                                        |       |
| WPTE                                               |       |                                      |       | 6,797,220                                   |       |
| **TOTAL  ISSUED**                                  |       | 22,292,116                                |       | 24,282,030                                  |       |
| Pool for Share  Option Plan                        |       | 9,525,000                                 |       |                                        |       |
| BVP Warrants                                       |       |                                      |       | 3,278,402                                   |       |
| Reserved for  further Investors                    |       |                                      |       | 8,414,565                                   |       |
| **TOTAL,  FULLY-DILUTED**                          |       | 31,817,116                                |       | 35,974,997                                  |       |
| ** **                                         | ** ** | ** **                                | ** ** | **67,792,113**                              | ** ** |

 

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**IN WITNESS** whereof this Agreement has been executed as a deed byor on behalf of the parties the day and year first above written.

**ATTESTATIONS**
| Executed as a Deed by | )                   |               |
|-----------------------|---------------------|--------------------|
| **3G  SCENE LIMITED** | )                   | /s/ Peter  Karsten |   |
| acting by:            | )                   |               |
|                  |                |               |
|                  | Director:           |               |
|                  | Director/Secretary: |               |
|                       |                     |                    |  |  |

 

 
| Executed and delivered as a  deed by:  |
|----------------------------------------|
|                                   |
| **BESSEMER  VENTURE PARTNERS VI L.P.** |
| ****BESSEMER VENTURE PARTNERS VI****   |
| ****INSTITUTIONAL L.P.****             |
| **BESSEMER  VENTURE PARTNERS CO-**     |
| **INVESTMENT  L.P.**                   |
| ** **                             |
| By:                                    |   Deer  VI & Co. LLC, General Partner |
|                                   |
| By:                                    |   /s/  J. Edmund Colloton |   |
| Name: J. Edmund  Colloton              |
| Title: Executive  Manager              |
|                                   |
|                                   |
| Notice Address:                        |
| Attention:  General Counsel            |
| c/o Bessemer  Venture Partners         |
| 1865 Palmer  Avenue                    |
| Suite 104                              |
| Larchmont, NY  10538                   |

 

 
| Signed as a deed by **ALAN DURSHAM**in the | ) | /s/ Alan Dursham |   |
|--------------------------------------------|---|------------------|--------|
| presence of:                               | ) |             |

 

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| Signed as a Deed by **JUSTIN FUNNELL**in the      | )      | /s/ Justin Funnell        |   |
|---------------------------------------------------|--------|---------------------------|--------|
| presence of:                                      | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed as a Deed  by **PETER OLOF KARSTEN**       | )      | /s/ Peter Olof  Karsten   |   |
| in the presence  of:                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed as a Deed by **GAVIN JAMES**               | )      | /s/ Gavin James McCardell |   |
| **MCARDELL**in the  presence of:                  | )      |                      |
| ** **                                        |   |                      |
| ** **                                        |   |                      |
| Signed by **RICHARD  RYDBECK**in the presence of: | )      | /s/ Richard Rydbeck       |   |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **JULIA  STEAD**in the presence of:     | )      |                      |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **PAUL  STEAD**in the presence of:      | )      |                      |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **SIMON  WALKER**in the presence of:    | )      | /s/ Simon Walker          |   |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **PETER  CASEY**in the presence of:     | )      | /s/ Peter Casey           |   |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **JUSTIN  GLAISTER**in the presence of: | )      | /s/ Justin Glaister       |   |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **DAVID  CASEY**in the presence of:     | )      | /s/ David Casey           |   |
|                                              | )      |                      |
|                                              |   |                      |
|                                              |   |                      |
| Signed by **MARION  WOLFERTSHOFER**in the         | )      | /s/ Marion Wolfertshofer  |   |
| presence of:                                      | )      |                      |
|                                                   |        |                           |        |  |  |  |  |  |  |  |

 

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| Executed and delivered as a  Deed by | )               | /s/ Adam Pliska |   |
|--------------------------------------|-----------------|-----------------|--------|
| **WPT  ENTERPRISES, INC**            | )               |            |
| acting by:                           | )               |            |
|                                 |            |            |
|                                 | Adam Pliska     |            |
|                                 | General Counsel |            |
|                                      |                 |                 |        |  |

 

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