Exhibit 10.1


 


DISTRIBUTION AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


(a)           Existing Licenses:


 


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


 


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


 


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


 


(b)           Future Licenses:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.             GENERAL PROVISIONS:


 


(a)           Governing Law/Jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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Blank]


 


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


 


 


	
  SELLER:

  	
   

  
	
   

  	
   

  
	
  WPT ENTERPRISES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BUYER:

  	
   

  
	
   

  	
   

  
	
  GAMYNIA LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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