Exhibit 10.1


 


July 31, 2006


 


 


3G SCENE
LIMITED (1)


 


BESSEMER VENTURE PARTNERS VI, L.P.


BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P.


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


 


WPT
ENTERPRISES, INC (3)


 


THE
FOUNDER (4)


 


AND


 


THE
EXISTING SHAREHOLDERS (5)


 






 


SUBSCRIPTION
AND SHAREHOLDERS’

AGREEMENT


relating to 3G SCENE LIMITED


 






 


 





 


Wilmer Cutler Pickering Hale and Dorr LLP


Alder Castle


10 Noble Street


London EC2V 7QJ


Tel:  +44 (0)20
7645 2400


Fax: +44 (0)20 7645 2424









 



 


TABLE
OF 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

  



 









 



 


	
  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

  



 


 


Agreed
Form Documents:


Articles


Registration
Rights Agreement


Service
Agreement


Partnership
Contract


Management
Rights Letter


Indemnification
Agreement


Code of Conduct















 


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


BETWEEN:


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


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


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


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


(together “BVP”);


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


(4)                                  PETER
KARSTEN of
St. Crispin, The Friary, Old Windsor SL4 2NS (the “Founder”); and


(5)                                  Those persons, not being
the Founder, whose names and addresses are listed in Schedule 1 (the “Existing
Shareholders”).


WHEREAS:


(A)                              The Company is a private company limited by
shares organised under the laws of England and Wales, further details of which
are set out in Schedule 2.  The Founder
and the Existing Shareholders are the legal and beneficial owners of the entire
issued share capital of the Company.  The
Company was re-registered as a limited company having formerly been a public
limited 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 are
held as set out in Schedule 1 (the “Existing
Shares”) and (ii) a further 9,525,000 Ordinary Shares have been
authorised and are intended for use in relation to the Company’s Share Option
Plan (as defined below).


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



 1
 






 



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


IT IS AGREED as follows:


1.                                       Definitions and Interpretation


1.1                                 In
this Agreement, including the schedules and the recitals:


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


“Articles” means the articles of association of the
Company in the agreed form to be adopted pursuant to the Resolution, as amended
from time to time;


“Auditors” means the Company’s
auditors from time to time;


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


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


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


“Business
Day”
means a day (other than a Saturday, Sunday or public holiday) on which clearing
banks in the England and Wales are open for business;


“Business Information” means all information, know how and records (whether or not
confidential 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 all
customer lists, sales information, business plans and forecasts, and all
technical or other expertise and all computer software and computer readable
media and all accounting and tax records, correspondence, orders and inquiries
relating to the relevant person or its business or affairs;


“Business
Plan” means the five year
indicative projection dated January 2006 relating to the Business, a copy of
which is annexed to this Agreement;


“BVP
Directors” the
directors nominated by BVP pursuant to clause 7.2;


“CFC” means a “Controlled
Foreign Corporation” as such expression is defined in the Code;


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



 2
 






 



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


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


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


“Connected Person” means, in respect
of any person:


(a)                                  any
person connected with such person (and “connected with”
bears the meaning set out in section 839 of Income and Corporation Taxes Act
1988 (“ICTA”); and/or


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


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


“Directors” means all of the
directors of the Company;


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


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


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


“Exit” has the meaning
ascribed to it in clause 17.1;


“Fair Market Price” means the price per
Share agreed between the Investors and the Company or the Investors and the
Founder (as the case may be), or failing agreement, as determined and certified
by the Auditors.  For the purposes of
determining the Fair Market Price, the Auditors shall assume that the Company
will continue as a going concern and that the sale of Shares is as between a
willing vendor and a willing purchaser;


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


“Gaming
Legislation” means any laws, orders, regulations, instruments, and any other subordinate
legislation of whatsoever nature and in whatsoever jurisdiction which affect
the gaming business that the Company currently carried on over the internet or
through a mobile or cellular telephone or other form of communication and
through its Gaming Websites;



 3
 






 



“Gaming
Websites” means any website of the Company used for the purposes of offering
persons the facility to gamble over the internet or through a mobile or
cellular telephone or other form of communication;


“Indemnification
Agreements” means the indemnification agreements in the agreed form, indemnifying
the BVP Directors from liabilities incurred as directors of the Company;


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


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


“Investor
Majority” means the holders of a majority of the Preference Shares held by the
Investors;


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


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


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


“Last Accounts Date” means 31 March
2006;


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



 4
 






 



“Listing” means the closing
of an underwritten public offering by the Company of all or part of the share
capital of the Company (or any depository receipts representing such share
capital) whereby the Ordinary Shares (and shares derived therefrom) are
admitted to trading on the Official List or the Alternative Investment Market
of the Stock Exchange, the New York Stock Exchange, NASDAQ, or a listing or
quotation on another recognised stock exchange in compliance with applicable
laws and regulations;


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


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


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


“Ordinary
Director” the
director nominated by the holders of Ordinary Shares pursuant to clause
7.3;


“Ordinary
Shares” means ordinary shares of £0.01 each in the capital of the Company
having the rights set out in the Articles;


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


“PFIC” means a “Passive
Foreign Investment Company” as such expression is defined in Section 1297 of
the Code;


“Preference
Issue Price” means £0.22877 per Preference Share (as adjusted for share
consolidations and sub-divisions);


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


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


“Qualified Public Offering” means a Listing in
circumstances where the value of the equity share capital of the Company issued
upon the Listing exceeds £15,000,000 and where the price per Share into which
the Preference Shares convert is at least five times the Preference Issue
Price;


“Registration
Rights Agreement” means the registration rights agreement to be entered into between the
Company and the Investors in the agreed form;


“Resolutions” means the special
resolutions in the form of Schedule 4 to be passed at Completion inter alia to adopt the Articles and allot
the Investor Shares;



 5
 






 



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


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


“Service
Agreement” means the agreement between the Company and the Founder in the agreed
form;


“Share
Option Plan” means the pool of 9,525,000 Ordinary Shares reserved for employees and
consultants of the Company;


“Shares” means the Ordinary
Shares and the Preference Shares together;


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


“Stock
Exchange” means the London Stock Exchange plc;


“Subpart F Income” bears the meaning
set out in section 952 of the Code;


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


“Warranties” means the
representations and warranties set out in Schedule 5 and given pursuant to
clause 9.1;


“Warrantors” means the Company
and the Founder.


1.2                                 Construction of Certain Terms.  In this Agreement, including the schedules
and recitals:


“agreement” includes any
commitment or arrangement, and references to being party to an agreement or
having agreed to anything shall be construed accordingly;


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


“asset” includes every kind
of property, asset, interest or right, including any present, future or
contingent right to any revenues or other payment;


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


“liability” includes every kind
of debt or liability (present or future, certain or contingent), whether
incurred as principal or surety or otherwise;



 6
 






 



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


“waiver” includes an
agreement not to rely on or assert certain provisions or rights during a
specified period, until further notice or while or if specified conditions are
satisfied; and


“written” in relation to a
notice, consent, demand or other communication under this Agreement, or an
amendment or waiver concerning it, includes any such communication sent by
e-mail or facsimile transmission and any other mode of reproducing words in a
legible and permanent form.


1.3                                 Terms Defined in the Companies Act.  Unless otherwise specifically provided, terms
used in this Agreement and defined in the Companies Act shall have the meanings
given to them in that Act.


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


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


1.6                                 Headings.  Headings
are only for convenience and shall not affect the meaning of any provisions of
this Agreement.


1.7                                 Authorities. 
References to any particular governmental, administrative or other
authority or agency shall include references to any equivalent or substantially
similar authority or agency in the country in which the relevant person is
incorporated or trading or tax resident or has previously traded.


1.8                                 Constitutional Documents. 
Reference to the memorandum and/or articles of association of a body
corporate or unincorporated includes, where applicable, reference to its
certificate or articles of incorporation, by-Laws and/or other constitutional
documents.


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


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



 7
 






 



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


2.                                       subscription for investor shares


2.1                                 Subject
to clause 2.2, in reliance on the accuracy of the Warranties and other
covenants and undertakings given by the Warrantors in this Agreement but
acknowledging that the Investors are not so relying on any other warranty or
representations by the Warrantors, the Investors agree to subscribe for the
number of Shares set out below at the Preference Issue Price and the Company
agrees 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 and
provisions 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                                 The
aggregate Preference Issue Price to be paid by BVP in accordance with clause
2.1 shall be satisfied as to £750,000 on conversion of the notes issued
pursuant to the Loan Note Instrument and as to £3,249,999.99 in cash.  In respect of each of the BVP entities the
amount satisfied on conversion of the notes issued pursuant to the Loan Note
Instrument 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                                 The
payment of part of the Preference Issue Price from the conversion of the notes
issued under the Loan Note Instrument shall satisfy in full the obligation of
the Company under the Loan Note Instrument and immediately following Completion
the notes issued pursuant to the Loan Note Instrument shall be cancelled.


2.4                                 The
parties hereby agree that a further 8,414,565 Preference Shares be made
available for subscription until 31 December 2006 upon the same terms and
conditions as this



 8
 






 



Clause 2,
provided that any subscribers for such Preference Shares shall be approved by
an Investor Majority and the Board and shall enter into a Deed of Adherence to
this 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 immediately
after the execution of this Agreement (or at such other place and time as the
parties may agree).


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


(a)                                  the
Resolutions are passed;


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


(c)                                  any
pre-emption rights or any equivalent provisions are disapplied in relation to
the Company.


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


(a)                                  in
full reliance on the accuracy of the Warranties and other covenants and
undertakings on the part of the Warrantor in this Agreement, the Investors
shall each subscribe for their respective Investor Shares at the Preference
Issue Price and shall procure the payment of amounts then due in cash in
accordance with clause 2 to such account of the Company as the Company shall
nominate;


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


(i)                                     there
are allotted, fully paid, to each of the Investors, the Investor Shares
subscribed by them pursuant to clause 3.3(a), the appropriate entries are made
in the Registers of Allotments and Members of the Company and the relevant share certificate(s) are issued to the
Investors;


(ii)                                  Ron
Elwell and Christopher Farmer are appointed as directors of the Company and
shall be designated as the BVP Directors in accordance with clause 7.2 and
Article 18.3 of the Articles;


(iii)                               Richard
Karsten resigns as a director of the Company.


(c)                                  the
Directors shall deliver or procure that there are delivered to each of the
Investors:



 9
 






 



(i)                                     evidence
satisfactory to the Investors that the actions specified in clause 3.3(b) have
been fulfilled;


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


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


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


(v)                                 the
Indemnification Agreements, duly executed by the Company;


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


(vii)                           Legal
opinions from Company Counsel as to Corporate and Regulatory matters.


3.4                                 Waiver of Pre-emption Rights.  Each
party hereby gives any waiver of any pre-emption or other right, and any
consent, which may be necessary under the Articles or otherwise in connection
with the matters contemplated by this Agreement, and the Founder and the
Existing Shareholders shall at Completion pass (or ensure so far as within
their power to do so that there is passed) any resolution of the Company which
may reasonably be required for the purpose of carrying any provision of this
Agreement into effect.


3.5                                 Completion Obligations not
fulfilled.  If a party (other than any or all of the
Investors) fails, for any reason, to comply with any obligation under the
foregoing provisions of this clause 3, the Investors may, at their option:


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


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


(c)                                  serve
a termination notice on the other parties, in which case the parties shall be
relieved of their obligations under this Agreement and shall have no claim
against each other in connection therewith except for any obligation or claim
which any party may have in connection with any antecedent breach by any party
of any provision of this Agreement and any continuing obligation or claim which
any party may have in connection with clause 19.


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



 10
 






 



4.                                       The Business


At all times during the
continuance of this Agreement, the business of the Company shall be the design
and operation of software and products which enable the Company and its
distribution channels (such as mobile carriers) to offer gaming services to
their customers or such other business as may be agreed in accordance with clause
5.1 and the Company’s memorandum of association.  The Business shall be carried on at all times
in the best interests of the Company.


5.                                       Management


5.1                                 Board; Investor Approval.  The
overall management of the Business shall be carried out by the Board and, to
the extent permitted by law and without prejudice to any other provisions of
this Agreement, each of the Shareholders (other than the Investors) agree to
exercise all voting rights and powers of control available to him in relation
to the Company to procure that the Company shall not, take or agree to take any
action referred to in:


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


(b)                                 Schedule 3 (Part B) except with the prior
approval of the Board or a committee thereof, including the consent of a BVP
Director.


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


5.3                                 Board Meetings.  The
Company shall procure insofar as it is able that:


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


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


(c)                                  the Board gives proper and adequate consideration
at any meeting of the Board or committee of the Board to any matters raised by
or on behalf of any of the Directors; and


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


5.4                                 Company Compliance.  The Company and the
Founder shall procure insofar as
each is able that the Company shall:



 11
 






 



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


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


(c)                                  obtain and maintain at all times in full force
and effect insurance policies with a reputable insurance office covering all
its insurable assets against loss or damage by fire, infestation and other
risks usually insured against by companies carrying on businesses of a similar
nature to the Business including, inter alia, public and employees’ liability,
product liability and third party injury, in such manner and in such amounts as
may be considered prudent by the Board and make any claims that may arise
thereunder;


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


(e)                                  notify each of the Directors promptly of any
circumstances of which it may become aware from time to time which might
reasonably be expected to give rise to legal proceedings of any nature against
the Company or its officers or employees;


(f)                                    to take such commercially and financially viable
steps as it reasonably considers necessary to prevent any person below the age
of 18 or any person who is resident in any jurisdiction where gambling over the
internet or via a mobile or cellular telephone or via some other form of communication
is prohibited by any applicable law (“Prohibited Person”) to
access any gaming provided by the Company and/or the Subsidiary over the
internet or via a mobile or cellular telephone or via some other form of
communication (the “Prohibited
Business”);


(g)                                 to take such commercially and financially viable
steps as it reasonably considers necessary to put in place proper procedures to
ensure that the Company does not enter into the Prohibited Business whether
intentionally or otherwise.


5.5                                 Observation
Rights.  So long
as WPTE holds at least 50% of the Investor Shares purchased by it from the
Company on the date hereof and subject to the provisions of clause 11.1, the
parties hereto agree as follows:


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



 12
 






 



(b)                                 The
Observer will receive notice of all meetings of the Board and all other
communications, minutes, information, financial reports and materials furnished
from time to time to members of the Board, as if such Observer was a member of
the Board, including material distributed before, during and after meetings of
the Board;


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


6.                                       Accounting and
Administration


6.1                                 Financial Information.  The Company shall distribute to the Major Investors and the BVP
Directors:


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


(b)                                 within 30 days of the end of each fiscal year, a
comprehensive 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 an
up-to-date capitalisation table; and


(d)                                 such other information readily available to the
Company as a Major Investor and/or BVP Director may from time to time
reasonably require.


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


6.3                                 Audited Accounts.  If
requested by the Board, the Company shall procure that its annual financial
statements are prepared in US GAAP by an accounting firm of international
standing.


7.                                       DirectorS


7.1                                 Board Composition.  The
maximum 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 other
board members.


7.2                                 Appointment of BVP Directors.  Whilst
and so long as this Agreement is in force and BVP and/or its authorised representatives
holds share capital of the Company, BVP shall be entitled to appoint two
persons to the Board (and as members of each and any committee of the Board) as
non-executive directors and to remove such persons (for whatever reason) and
appoint other persons to be BVP Directors in their place. Any such appointment
or removal of a BVP Director shall be effected by an instrument in writing
signed by BVP or on its behalf by a duly authorised representative and shall
take effect, subject to the person so nominated signing a consent to act, upon
lodgement at the registered office of the Company.


7.3                                 Appointment of Ordinary Director.  Whilst
and so long as this Agreement is in force the holders of a simple majority of
the issued Ordinary Shares from time to time shall be entitled to appoint one
person to the Board as a non-executive director (such Director being an
Ordinary Director), and to remove such person (for whatever reason) and appoint
another person to be an Ordinary Director in his place. Any such appointment or
removal of an Ordinary Director shall be effected by an instrument in writing
signed by such holders of Ordinary Shares and shall take effect, subject to the
person so nominated signing a consent to act, upon lodgement at the registered
office of the Company.


7.4                                 Appointment of Alternate
Directors.  Notwithstanding any provision from time to
time of the Articles, each BVP Director and the Founder shall be entitled to
appoint any person to be his alternate director, shall not be required to hold any
share qualification, shall not be subject to retirement by rotation and shall
not be removed except by BVP or the Founder (as the case may be) or on its
behalf by a duly authorised representative. 
In the case of the Founder, the identity of the alternate director shall
be agreed in advance with BVP.


7.5                                 Disclosure of information.  Each BVP
Director (and his alternate director) shall be entitled to disclose to BVP any
information concerning the Company obtained by virtue of such office without
violating any contractual, fiduciary or other obligation including, but not
limited to clause 11.1.


7.6                                 Reimbursement.  The
Company will reimburse the BVP Directors with the reasonable costs and
out-of-pocket expenses incurred by such Directors in respect of attending
meetings of the Company or carrying out authorised business on behalf of the
Company.


7.7                                 Insurance.  Within
60 days following a written request by a BVP Director, the Company shall take
out and maintain in force for the duration of the BVP Directors’ appointment a
policy of insurance in respect of each BVP Director with a company and in an
amount satisfactory to the Board, including the BVP Directors.  Arrangements shall be made by the Company to
ensure that this provision binds its assignees and successors.



 14
 






 



8.                                       Transfer of Shares


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


8.2                                 Condition Precedent to Share
Transfers.  Except as may otherwise be agreed by the
Investors in writing, it is a condition precedent to any transfer of any Shares
to a person not already a party to this Agreement that such person agrees in
writing in a form reasonably satisfactory to the Investors to be bound by the
terms of this Agreement or to such of the terms of this Agreement and of any
other agreement ancillary hereto or referred to herein as bind the transferor
of such Shares prior to such transfer becoming effective.


8.3                                 Effect of Transfer in Breach.  Any
transfer or purported transfer made otherwise than in accordance with the
provisions of this Agreement or the Articles shall not be registered on the
books of the Company and shall be void and of no effect whatsoever as to the
Company.


9.                                       Warranties, Representations
and Information Obligations


9.1                                 General.  In
consideration of the Investors agreeing to enter into this Agreement and to
subscribe for their Investor Shares, each of the Warrantors jointly and
severally:


(a)                                  represents
and warrants to the Investors and each of them that each statement in Schedule
5 is true and accurate and not misleading;


(b)                                 acknowledges that the Investors have been induced
to enter and are entering into this Agreement on the basis of and in reliance
upon the accuracy of the Warranties; and


(c)                                  agrees that the Investors and each of them may
rely on the Warranties and any information provided under clause 9.3 to the exclusion
of any other information.


9.2                                 Separate and Independent
Warranties.  Each Warranty shall be construed as a
separate and independent warranty and shall not be governed, limited or
restricted by reference to or inference from any other terms of this Agreement
or any other Warranty.  The Warranties
shall survive the completion of this Agreement.


9.3                                 Provision of Information.  The
Company shall promptly provide the Investors with any information which the
Investors, acting by an Investor Majority, may by written



 15
 






 



notice reasonably request in relation to any of the Warranties but this
only applies to information which is (either now or at the date of this
request) in the possession of the Company or which the Company or its
professional advisers can reasonably be expected to obtain.


9.4                                 No Restriction of Rights.  No
provision of this Agreement shall operate:


(a)                                  to exclude, restrict or otherwise impair any
right or remedy (including without limitation any right to damages or
rescission and equitable remedies of all kinds) to which an Investor is or
becomes entitled (or, but for the provision in question, would be or become
entitled) by virtue of legislation or otherwise under the general law
applicable in England; and


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


9.5                                 Deductions/Withholdings.  If
the Company is required by law to make any deduction or withholding from any
payment due under the terms of this Agreement it shall do so and the sum due
from the Company in respect of such payment shall be increased to the extent
necessary to ensure that after the making of such deduction or withholding the
Investors receive and retain (free of any liability in respect of any such
deduction or withholding) a net sum equal to the sum the Investors would have
received and retained had no such deduction or withholding been required to be
made.


9.6                                 Limitations on Liability. 
The limitations set out in this clause 9.6 shall not apply to a claim
under 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 of
fraud, or dishonesty on the part of the Warrantors:


(a)                                  The
rights of the Investors in respect of any Claim shall only be enforceable if
the Investors give written notice to the Warrantors (giving so far as
practicable the amount and reasonable details of the Claim) on or before the
date being six (6) months from the date of completion and signing of the audit
for the financial year ended 31 March 2007.


(b)                                 The
Warrantors shall not be liable in respect of any Claim under the Warranties
unless the total cumulative liability of the Warrantors in respect of all such
Claims exceeds £25,000 (in which event the Warrantors shall be liable for the
whole of such liability and not merely for the excess).


(c)                                  Where
there have been breaches of the Warranties then the Investors shall not be
entitled to recover from any Warrantor under the Warranties in respect of all
such breaches more than:


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


(ii)                                  in
respect of the Company, a total sum equal to the aggregate Preference Issue
Price paid for the Investor Shares.



 16
 






 



(d)                                 The
Investors shall not be entitled to recover from the Warrantors under the
Warranties more than once in respect of the same damage suffered.


(e)                                  The
Warrantors shall be under no liability under the Warranties in respect of any
matter to the extent that the matter or circumstance giving rise to such
liability was Disclosed.


(f)                                    If
any Claim against the Warrantors is notified to them, the Warrantors (other
than the Company) shall (so far as they are able) afford and procure that the
Company affords to the Investors and their advisers all reasonable
opportunities and facilities to inspect all relevant books and records and to
take copies of them for the purpose of ascertaining the position.


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


(h)                                 The
Warrantors shall not be liable for any Claim under the Warranties to the extent
that it arises, or is increased or extended by:


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


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


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


(i)                                     The
Warrantors shall not be liable for any claim under the Warranties to the extent
that the fact, matter, event or circumstance giving rise to such claim is
remediable and is remedied by or at the expense of the Warrantors within thirty
days of the date on which written notice of such claim is given to the
Warrantors.


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


(i)                                     any
action or omission to take action by the Company or one of its subsidiaries
taken at the express and written request of an Investor Majority or with the
consent of an Investor Majority;



 17














 


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


(k)                                  If
any claim under the Warranties shall arise by reason of some liability which at
the 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 in
respect thereof until such time as such contingent liability ceases to be
contingent and becomes an actual liability.


10.                                 Payment in Shares


10.1                           Without prejudice to any
remedies available to it by statute or by law, any Investor may, in respect of
any claim against the Company or the Founder for breach of the Warranties which
it has failed to satisfy within 30 days of such claim falling due, require that
the same be satisfied in whole or in part by the issue or transfer (as the case
may be) to the Investor credited as fully paid up (at a subscription price
equal to the Fair Market Price thereof) of further Preference Shares in the
Company, or in the case of transfers from the Founder, Ordinary Shares, having
a value as nearly as may be to the amount to be thereby satisfied.  Each of the Shareholders and the Directors
shall do all things within their control necessary to procure the creation and
issue of any Shares in the Company to be issued pursuant to this clause and
each of them hereby irrevocably waives and undertakes to do all things within
its power to procure the waiver of all pre-emption or any other similar rights
in relation thereto and in relation to any transfers of Shares by the
Founder.  The subscription price for such
shares or consideration for the transfer of such shares shall be satisfied by
setting off and extinguishing the liability of the Company or the Founder (as
the case may be) to the Investors thereby satisfied.


11.                                 Restrictions


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


11.2                           Permitted Disclosure of Business
Information.  Clause 11.1 does not apply to any Business
Information which is not confidential or which is already in the public domain
other than following a breach by the disclosing party of clause 11.1 or which
is disclosed:


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



 18
 






 



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


(c)                                  in connection with any proceedings arising out of
or in connection with this Agreement,


provided
always that the disclosing party shall use its best endeavours to procure that
any Business Information so disclosed is kept confidential by the person to
whom it is disclosed.


12.                                 COVENANT


The
Company hereby covenants to BVP and WPTE that at all times following the date
of 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 the
event that the Company breaches the covenant at Clause 12 or the warranties at
paragraph 16 of Schedule 5 (Warranties), the Company shall, to the extent
lawful, indemnify and hold BVP and WPTE, their agents, affiliates and employees
(excluding the BVP Directors) (together, the “Indemnified Persons”) harmless
against all losses, liability, damages, costs and expenses incurred by the
Indemnified Persons resulting directly or indirectly from such breach (“Losses”);
provided that, in relation to a breach of Clause 12, calculation of Losses
shall exclude any losses incurred by BVP or WPTE solely as a result of a
reduction in the value of BVP’s or WPTE’s shareholding in the Company on
account of such breach unless the Company may be held liable for such Losses as
provided for in Clause 13.2 below.


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


13.3                           If the
Last Accounts change from the date of this Agreement to the date upon which
they are formally signed by the Auditors and such change discloses a material
liability not disclosed by the Last Accounts at the date of this Agreement, the
Company shall indemnify the Investors for any losses incurred on account of a
reduction in the value of such person’s shareholding in the Company as a result
of 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



 19
 






 



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


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


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


15.                                 Liquidation Preference


15.1                           The
Preference Shares shall rank senior to all other classes of Shares for the
purposes 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 that
the Articles shall not be amended in any manner that may prejudice such
preference without the prior written consent of BVP.


16.                                 PFIC AND CFC


16.1                           Notwithstanding
any other provisions of this Agreement or the Articles to the contrary and
without prejudice to the rights of BVP pursuant to clause 5 and Article 5.5 of
the Articles:


(a)                                  the Company shall not, and the Founder shall
procure 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 allotment
the Company, in the reasonable opinion of counsel or accountants appointed by
BVP, would be a CFC with respect to the Shares held by BVP;


(b)                                 no later than two (2) months following the end of
each Company taxable year, the Company shall provide the following information
to BVP:  (i) the Company’s capitalisation
table as of the end of the last day of such taxable year



 20
 






 



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


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


(d)                                 the
Company shall use its reasonable endeavours to avoid being a PFIC.  The Company shall make due inquiry with its
tax advisors on at least an annual basis regarding its status as a PFIC, and if
the Company is informed by its tax advisors that it has become a PFIC, or that
there is a likelihood of the Company being classified as a PFIC for any taxable
year, the Company shall promptly notify BVP of such status or risk, as the case
may be.  In the event that BVP notifies
the Company in writing that it has made a QEF Election, the Company shall and
the Founder shall procure that the Company shall:


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


(ii)                                  during
business hours, provide access to BVP to the Company’s books, records,
documents, information and employees as is reasonably required by BVP in order
that it may prepare and file US federal income tax returns in connection with
such QEF Election;


(e)                                  the
Company shall, and the Founder shall procure that the Company shall, take such
action as is reasonably necessary including, without limitation, making an
election to be treated as a corporation (for the purposes of the Code) or
refraining from making an election to be treated as a partnership (for the
purposes of the Code) as may be reasonably required by BVP, acting on the
advice of its counsel or accountants, to ensure that the Company is, at all
times, treated as a corporation for United States federal income tax purposes;
and


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



 21
 






 



interest in Company is subject
to such reporting requirements, Company agrees, upon a request from BVP, to
provide such information to BVP as may be necessary to fulfil BVP’s obligations
thereunder.


16.2                           In
addition to the Preferential Dividend (as defined in the Articles) and without
prejudice to the entitlement to receive the Preferential Dividend in its
entirety, if any Major Investor is required as a result of the application of
the CFC rules or a QEF Election to the Company to include any amount in gross
income for United States federal income tax purposes, the Investor Majority
shall have the right to require that the Company makes a cash distribution
sufficient to cover the tax liabilities incurred by any such Major Investor
with respect to such amount (provided that a per-share distribution is paid to
all other holders of Preference Shares if required by law in an amount which is
the minimum required by law).


17.                                 Exit


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


17.2                           Co-operation.  If it is
proposed by the Investors pursuant to clause 17.1 to seek an Exit, each of the
parties to this Agreement shall:


(a)                                  give such co-operation and assistance as the
Investors may reasonably request; and


(b)                                 exercise all such rights and powers as they may
have in relation to the Company whether as a director, shareholder or
otherwise, so as to procure (so far as he or it is able so to procure) that an
Exit is achieved in accordance with such proposal.


17.3                           No giving of Warranties.  The
Founder acknowledges that none of the Investors nor any BVP Director intend to
give any warranties (except as to title to any Shares beneficially owned by the
Investor) or any indemnities in connection with an Exit.


17.4                           Registration Rights. 
Each of the Investors shall be entitled to the registration rights set
forth in the Registration Rights Agreement. 
Any registration rights previously granted to any Shareholder are hereby
revoked and shall be replaced by the registration rights set out herein.  The Company will not grant registration
rights to any other Shareholder in the Company with rights superior to those
granted to the holders of Preference Shares without the prior written approval
of each of the Investors.


17.5                           On
an Exit no transfers or sales shall be permitted during any lock-up period
required by the underwriters or brokers in connection with the Exit.


17.6                           On
a Listing, each Party hereby agrees that they shall not sell or otherwise
transfer any interest in any Shares owned by them immediately prior to the date
of such Listing, for a period of 180 days following the date of such Listing
provided that the Directors and



 22
 






 



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


18.                                 wpte put option


18.1                           In
the event that (i) WPTE terminates the Partnership Contract pursuant to the
provisions of clause 23.5 thereof, or (ii) after the termination of the
Partnership Contract for any reason, WPTE’s board of directors reasonably
determines that (a) WPTE’s ownership of the Shares, (b) any one or more of the
provisions of this Agreement, or (c) an affiliation with the Company or
individuals employed by the Company or a part of the Company’s network could
jeopardise any gaming regulatory license or permit held or applied for by WPTE
or its parent company, Lakes Entertainment, Inc. (and the Company has failed to
cure or rectify the issues outlined above to WPTE’s reasonable satisfaction
within 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 the
Company to repurchase the Shares then held by it (“the WPTE Sale
Shares”) or (ii) it wishes to transfer the WPTE Sale Shares to a
third party.  The Put Notice must be
given by WPTE in writing to the Company within 15 Business Days of the end of
the Cure Period in order to be valid. 
The Put Notice may only be given in respect of all the Shares then held
by WPTE.


18.2                           In
the 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, repurchase
the WPTE Sale Shares at a price per Share equal to the lower of the Fair Market
Price (as determined by the Auditors) or the Preference Issue Price.  Provided it is lawfully able to do so, the
Company shall repurchase the WPTE Sale Shares and pay the consideration
therefor within 15 Business Days of the determination of the Fair Market Price
hereunder.  In the event WPTE disagrees
with the Auditor’s determination of the Fair Market Price, WPTE will select an
auditor and both WPTE’s auditor and the Auditors will mutually select a third
independent auditor (the “Independent Auditor”)
which will determine the Fair Market Price. 
The Independent Auditor’s determination of the Fair Market Price shall
be binding on the parties hereto, but in no event will the Company be required
to pay in excess of the Preference Issue Price pursuant to this clause 16.2.


18.3                           In the
event that WPTE wishes to sell the WPTE Sale Shares to a third party, WPTE
shall 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 of
receipt of the Put Notice notify WPTE in writing whether the Founder and/or the
Major Investors (other than WPTE) are willing to purchase the WPTE Sale Shares
at the WPTE Sale Shares Price.  In the
event that the Founder and/or the Major Investors (other than WPTE) are so
willing, WPTE shall transfer the WPTE Sale Shares to such shareholders in
consideration for the WPTE Sale Shares Price. 
In the event of competition, the Founder and the Major Investors (other
than WPTE) shall purchase the WPTE Sale Shares pro-rata to their shareholdings.  In the event that the Founder and/or the
Major Investors (other than WPTE) purchase the WPTE Sale Shares, such
shareholders agree to pay (in proportion to the WPTE Sale Shares purchased by
them) half of the reasonable expenses of the third party named in the Put
Notice in



 23
 






 



connection
with its evaluation of the purchase of the WPTE Sale Shares, except to the
extent that WPTE would not otherwise be responsible for such expenses.  In the event that such shareholders are not
willing to purchase some or all of such shares, WPTE may transfer the WPTE Sale
Shares to the third party nominated in the Put Notice at the WPTE Sale Shares
Price but not otherwise. The parties agree and acknowledge that the right of
first refusal provisions contained in clause 8 of the Company’s Articles of
Association will not apply to the sale of any WPTE Sale Shares pursuant to this
clause 18.3.


19.                                 Costs


19.1                           At
and conditional upon Completion, the Company shall pay the reasonable legal and
other costs of the Investors in connection with the negotiation, preparation
and exchange of this Agreement and the matters referred to herein.


19.2                           The
Company shall pay to the Investors on demand:


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


(b)                                 all
costs and expenses (including legal and out-of-pocket expenses and valuer’s
fees and any related Value Added Tax) reasonably and properly incurred by the
Investors in contemplation of, or otherwise in connection with, the enforcement
of any rights under this Agreement.


20.                                 Announcements and
Confidentiality


20.1                           Agreement Confidential.  The
terms of this Agreement and all related documents and the negotiations relating
thereto are strictly confidential and no disclosure relating thereto shall be
made or issued by or on behalf of any party to this Agreement to any third
party (other than its professional advisers or bankers or by WPTE to the
Securities and Exchange Commission (the “Commission”) in
connection with its required filings with the Commission) except in the terms
and at the time agreed by the parties, but such agreement shall not be
unreasonably withheld or delayed.


20.2                           Permitted Disclosures.  The
provisions of clause 11.2 shall apply mutatis mutandis in relation to the
obligations of the parties under clause 20.


21.                                 Termination


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


21.2                           Continuing Effect.  The
terms of this Agreement shall, notwithstanding its termination, continue to
bind the parties hereto thereafter to such extent and for so



 24
 






 



long as may be necessary to give effect to the rights and obligations
embodied in this Agreement.


21.3                           Termination of Agreement. 
Upon the completion of an Exit, this Agreement shall terminate but
without prejudice to clauses 14.3, 17.4 and 20 and to the accrued rights and
obligations of any party.


22.                                 Provisions
relating to this Agreement


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


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


22.3                           No Right of Set-off.  Save as
provided in clause 2 and clause 10.1, no party shall be entitled to set off
against any sums owing by it to any other party or any of them under or in
connection with this Agreement or any related document any sums owing by such
other party to it under or in connection with this Agreement or any related
document.


22.4                           Waiver of this Agreement.  In its
sole and absolute discretion, the Investor Majority may waive (in whole or in
part) any provision of, or any of its rights under, this Agreement or any
related document, and may do so unconditionally or subject to any terms which
it thinks fit.


22.5                           Variations, Waivers to be in
writing.  Any variation of this Agreement, or any
waiver connected with this Agreement, shall be void for all purposes unless:


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


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


22.6                           Rights not affected by Completion.  Without
limiting the generality of clause 19.4, no party shall lose, or be precluded
(permanently or temporarily) from exercising, any right or remedy which is
conferred on it by this Agreement or any right or remedy



 25
 






 



which it has in connection with this Agreement under the general law as
a result of Completion having taken place or of any delay, acquiescence or lack
of diligence on its part in seeking relief or by any act or course of conduct
by it which would otherwise imply that it was affirming this Agreement (or a
related agreement) after a breach by one or more of the other parties, nor
shall any single or partial exercise of any right or remedy preclude the
exercise of any other right or remedy.


22.7                           Provisions of Agreement Severable.  If any
one or more of the provisions of this Agreement is, or becomes, invalid,
unenforceable or illegal, the validity, enforceability or legality of the
remaining provisions shall not be impaired.


22.8                           No Partnership.  Nothing
in this Agreement shall create a partnership between the parties hereto or any
of them.


22.9                           Supremacy of this Agreement.  If any
of the provisions of this Agreement are inconsistent with or in conflict with
any of the provisions of the Articles then to the extent of any such
inconsistency or conflict the provisions of this Agreement shall prevail as
between the parties and the Shareholders shall use their powers as shareholder
to amend the Articles and shall not exercise any rights conferred on them by
the Articles which are or may be inconsistent or in conflict with this
Agreement.


22.10                     Counterparts.  This
Agreement may be executed in one or more counterparts (including facsimile
copies) which, when taken together shall form the same agreement.


23.                                 Notices


23.1                           Any
communication to be given in connection with this Agreement shall be in writing
in English and shall either be delivered by hand or sent by first class post or
fax to any party at the address of that party shown on page 1 of this Agreement
or such other address as the recipient may notify to the other parties for such
purpose.


23.2                           A
communication sent according to clause 23.1 shall be deemed to have been
received:


(a)                                  if
delivered by hand, at the time of delivery; or


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


(c)                                  if
sent by fax, at the time of completion of transmission by the sender.


If, under the preceding
provisions of this clause 23.2, a communication would otherwise be deemed to
have been received outside normal business hours in the place of receipt, it
shall be deemed to have been received at 9:30am on the next Business Day in
that place of receipt.


24.                                 Governing Law and Jurisdiction


24.1                           This
Agreement is governed by and is to be construed in accordance with the laws of
England and Wales.



 26
 






 



24.2                           The
parties irrevocably agree that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute which may arise out of or in
connection with this Agreement.



 27
 






 



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

  	
   

  



 



 28
 






 



 


	
  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

  	
   

  



 



 29
 






 



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 

  



 



 30
 






 



SCHEDULE 3


Part A – Consent Matters


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


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


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


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


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


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


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


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


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


10.                                 Increase or decrease the authorised number of
directors 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 sale
of all or a substantial part of the business, undertaking or assets of the
Company.


12.                                 Incur any indebtedness (including obligations
under 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 having
a book or market value greater than £50,000.



 31
 






 



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


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


16.                                 Make any change to:


(a)                                  its auditors;


(b)                                 its bankers or the terms of the mandate given
to 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 or
suffer to subsist any mortgage or fixed or floating charge, lien (other than a
lien arising by operation of law) or other encumbrance over the whole or any
part 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 business
carried on by the Company.


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


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


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



 32
 






 



SCHEDULE 3


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


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


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


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


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


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


F.                                      Engage, dismiss or change the compensation of any
employee, including approving the adoption or amendment of any share option
plans (including the Share Option Plan or any increase in the number of shares
reserved thereunder), or award compensation packages (or amend any existing
packages) in each case in excess of £100,000 per year;


G.                                     Provide for acceleration of vesting of options or
shares to employees on any condition, or issue equity securities to one person
representing 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 the
jurisdiction where the Business is managed and controlled, or commence any new
business;


I.                                         Deal in any way (including the acquisition or
disposal, whether outright or by way of licence or otherwise howsoever) with
its 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 Qualified
Public Offering or financial advisor to the Company in connection with a sale
of the Company;


L.                                      Entering into the Prohibited Business.



 33














 


 


SCHEDULE 4



Resolution


3G SCENE LIMITED (Company)


(company number 4126153)


Written resolutions passed
under Section 381A


of the Companies Act 1985.


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


Special
Resolutions


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


(2)                                  That the authorised share capital of the
company is increased from £341,798.55 (three hundred and forty one thousand
seven 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 fifty
five pence) by creating 35,975,000 cumulative redeemable preference shares of one pence each.


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


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



 34
 






 



SCHEDULE 5



Warranties


1.                                       THE SHARES, ISSUES OF
SHARES AND DISTRIBUTIONS


1.1                                 Share capital.  The
Existing Shares constitute 100% of the issued and allotted share capital of the
Company 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 the
Shares nor are there any agreements or commitments to give or create any such
encumbrance.


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


1.3                                 Information true and complete.  The
information set out in Schedules 1 and 2 relating to the Existing Shareholders,
Founder, the Company and its wholly-owned subsidiaries is true, complete and
accurate and not misleading and, in particular, the Existing Shareholders are
the legal and beneficial owners of the Shares set opposite their respective
names in Schedule 1 free from any Security Interest.


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


1.5                                 Options.  There
are no options outstanding and no outstanding rights to call for the issue or
transfer of any shares in the capital of the Company.


1.6                                 General.  The
Company has not since incorporation:


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


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


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


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



 35
 






 



or
agreed to do any such thing (whether at the option of any other person or
otherwise).


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


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


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


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


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


2.                                       THE EXISTING SHAREHOLDERS


None of the Existing
Shareholders and none of their respective Connected Persons:


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


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


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


3.                                       SUBSIDIARIES


The Company is not the holder
or beneficial owner of any shares or securities of, or of any other interest
in, any undertaking (whether incorporated or unincorporated and whether in the
United 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 true
and fair view of the state of affairs of the Company as at the Last Accounts
Date 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 make
full provision for or disclose all liabilities (whether actual, contingent or
disputed and including financial lease commitments and pension liabilities),
all outstanding capital commitments and all bad or doubtful debts of the
Company as at the Last Accounts Date, in each case in accordance with generally
accepted accounting principles;


(ii)                                  the Accounts were prepared under the historical
convention, complied with the requirements of all relevant laws then in force
and with all statements of standard accounting practice (or financial reporting
standards) and generally accepted accounting principles of the United Kingdom
then in force;


(iii)                               except as stated in its Accounts, no changes in
the accounting policies were made by the Company in any of its two financial
years 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 item
or by any other factor rendering such results for all or any of such periods
unusually high or low.


4.2                                 Since the Last Accounts Date:


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


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


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


(d)                                 there has been no material adverse change in
the 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 its
directors or any of its employees;


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



 37
 






 



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


4.3                                 Business Plan.  The
information concerning the Company contained in the Business Plan and the
projections contained therein have been diligently prepared (having regard to
what is reasonable for the size and stage of development of the Company).  The assumptions and statements of belief upon
which the Business Plan are based and the business model underlying the
Business Plan have been carefully considered, given in good faith and are
honestly believed to be reasonable having regard to the information available
to the Company and to the market conditions prevailing at the date of this
Agreement.


5.                                       AGREEMENTS AND FINANCIAL
ARRANGEMENTS


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


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


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


5.4                                 Agreements.  In
relation to each outstanding agreement to which the Company is a party which is
disclosed under paragraph 5.1 above:


(a)                                  the Company is in the possession of each such
agreement;


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


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


(d)                                 the Company is not in breach of any of the
terms, 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, imposts
and 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 consents
required by the Company prior to the entry into each of such agreements and for
their continuation were duly



 38
 






 



obtained and are subsisting and, so far as the Warrantors are aware, no
circumstances have arisen which may lead to withdrawal or failure to renew, if
applicable, of any such licence, approval or consent;


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


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


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


and no
such agreement could be avoided in a winding up and, so far as the Warrantors
are 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 outstanding
or available to the Company are contained in the Disclosure Letter.


(b)                                 To the Warrantors’ knowledge the Company is not
in default under any instrument constituting any indebtedness or under any
guarantee of any indebtedness and there is at the date hereof no reason why any
such indebtedness or guarantee should be called or the liabilities thereunder
accelerated before their due date (if any) or any loan facilities terminated.


6.                                       ASSETS


6.1                                 Assets owned by the Company.  All
material assets used in connection with the business of the Company are the
absolute property of and in the possession or under the control of the Company
and (except as shown or reflected in the Warranted Management Accounts) are not
subject to any Security Interest, royalty, contract of sale, hire or
hire-purchase agreement, leasing agreement or agreement for payment on deferred
terms or other similar arrangement or bill of sale.


6.2                                 Assets in good repair.  Each
asset needed for the proper conduct of the Business is in good repair and
working order (fair wear and tear excepted).



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6.3                                 Real Property.   The
Disclosure Letter sets out accurate details of all real property owned or
occupied by the Company and in the case of real property occupied by the
Company the terms of such occupation.


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


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


7.                                       INTELLECTUAL PROPERTY


7.1                                 Protection.  The
Company has taken all reasonable steps to protect the Intellectual Property
owned by it.


7.2                                 No infringement.  To the
Warrantors’ knowledge, no activities of the Company have infringed or do
infringe or are likely to infringe any Intellectual Property Rights of any
third party and to the Warrantors’ knowledge, no claim has been made or threatened
against the Company or any such licensee which alleges any improper act or
disputes the right of the Company to use any Intellectual Property Rights
relating to the Business and the Warrantors are not aware of any circumstances
likely to give rise to such a claim.


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


7.4                                 No disclosure of information.  Other
than in the ordinary course of business and subject to appropriate obligations
of confidentiality, the Company has not knowingly disclosed or permitted to be
disclosed to any person (other than to the Shareholders and to its agents,
employees or professional advisers) any Business Information or any of its Know
How, trade secrets, confidential information or lists of customers or
suppliers.


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


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



 40
 






 



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


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


7.9                                 Employees.  None
of the employees or the Founder has any interest or rights in or to receive any
payment or right in respect of any Intellectual Property Rights used by the
Company (including all computer software designed, written, programmed or
developed by the Company, the Founder or any employees or ex-employees of the Company
and used by the Company).


7.10                           Employee Claims.  No
claims have been received from employees or ex-employees to receive any payment
or right in respect of any Intellectual Property Rights used by the Company.


7.11                           No Intellectual Property Rights owned by the
Company and no licence listed in the Disclosure Letter pursuant to Warranty 7.6
will be lost, or rendered liable to any right of termination or cessation by
any 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 to
computerised accounting systems) of the Company are recorded, stored,
maintained or operated or otherwise held by the Company and are not wholly or
partly dependent on any facilities or systems which are not under the exclusive
ownership or control of the Company;


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


(c)                                  Neither the hardware nor the software owned
and/or used by the Company has been affected by any defects or faults which
have caused any material interruption to the Company’s business at any time
during the 12 months prior to the date of this Agreement.



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8.                                       INSURANCE


8.1                                 General.  A
summary of the insurances maintained by the Company is set out in the
Disclosure Letter and:


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


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


(c)                                  all premiums payable in respect of such
insurance policies have been duly paid and none of the policies contain any
special or abnormal terms or restrictions or provide for the payment of any
premium in excess of the normal rate.


8.2                                 No outstanding claims.  All
claims made by the Company under its past and present insurances have been
settled in full by the relevant insurers and there is no claim outstanding by
the Company under any such policies of insurance and, so far as the Warrantors
are aware, there are no circumstances likely to give rise to such a claim or
which would or might be required under any such policies of insurance to be
notified to the insurers.


9.                                       LITIGATION AND OTHER
DISPUTES


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


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


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



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10.                                 COMPLIANCE WITH LEGAL
REQUIREMENTS


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


10.2                           No ultra vires transactions.  Except
in respect of gaming activities the Company is empowered and duly qualified to
carry on business in all jurisdictions in which its present businesses are now
carried on and has not entered into any ultra vires transaction.


10.3                           Filing.  All
documents required by the Companies Acts to be filed with the Registrar of
Companies in respect of the Company have been duly filed and to the best of the
knowledge, information and belief of the Warrantors appear on publicly
available records.


10.4                           Memorandum and Articles. 
Compliance has been made with the memorandum and articles of association
of the Company and all resolutions passed by the Company and all other legal
requirements concerning the Company.


10.5                           Statutory and minute books.  The
statutory and minute books of the Company have been properly and accurately
written up and are up to date and the Company has not received any application
or request for rectification of the register of members and all such books and
records which are its property are in the possession of the Company or under
its control.


10.6                           No other names.  The
Company does not use on any of its stationery, in any of its advertisements or
publicity materials, on any vehicles or premises or otherwise carry on business
under, any name other than its full corporate name.


10.7                           Compliance with licences etc.  Except
in respect of gaming activities the Company has obtained and complied with all
licences (including statutory licences), permissions, authorisations, consents
and exemptions required for all operations of its business and the Company has
not received any notice relating to the non-compliance with, or continuation or
renewal on less favourable terms of, any such licences, permissions,
authorisations, consents and exemptions and none of the Warrantors know of any
factors that might in any way prejudice the renewal or continuation of the
same.


11.                                 EMPLOYMENT


11.1                           Employees.  The persons whose names, job titles and
principal terms (including salary, commission, bonus, benefits and notice period) are set out in
the Disclosure Letter are all the employees of the Company.  There are no outstanding offers of
employment.  No changes have been made to
the 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 the
Disclosure Letter.



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11.2                           Notices.  No employee of the Company employed in a
managerial or executive capacity has given, or has been given, notice of
termination of his employment which is outstanding.


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


11.4                           Benefits.  There is no arrangement to which the Company
contributes or may become liable to contribute (whether or not legally enforceable) under
which benefits of any kind (including any pension, gratuity,
superannuation, life assurance, medical, accident, income replacement or
disability benefit or otherwise to provide “relevant benefits” within the
meaning 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 former
officer of the Company or any spouse, ex-spouse, child or dependent of
such person.  No proposal, assurance or commitment has been
communicated to any person regarding any change to the terms of employment or
working conditions or regarding the continuance, introduction, increase or
improvement of any benefits or equity incentives or any customary or
discretionary arrangement or practice and no negotiations have commenced for
any such matter. Equity
Incentives.  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 its
officers or employees.


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


11.6                           Severance Plans.  The
Company has no obligation to make any payment on redundancy in excess of the
statutory redundancy payment and there is no term of employment which provides
that a change in employer or person controlling the Company entitles the
employee 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 party
to any agreements for the provision
of personnel, consultancy services or the service of personnel, nor any
outsourcing arrangements.


12.                                 PENSIONS


12.1                           Save as fully described in the Disclosure
Letter the Company does not operate a pension scheme or any other life
assurance arrangement.


12.2                           The Company has at all times complied with
section 3 of the Welfare Reform and Pensions Act 1999 and all regulations made
thereunder.



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13.                                 TAXATION


13.1                           Punctual payment by tax.  All
Tax for which the Company is or becomes liable in respect of or which is
attributable to any period prior to the date of this Agreement has been paid
punctually and in full or where the due date for payment of such liability has
not arrived at the date of this Agreement has been provided for in full in the
Warranted Management Accounts.


13.2                           No liability for fine.  The
Company is under no liability to pay any penalty, interest, surcharge or fine
in connection with any Tax.


13.3                           Filing of returns.  The
Company has filed when due with the appropriate fiscal authorities all tax and
other returns, declarations, accounts and reports required to be filed, given
or delivered on or before the date hereof in respect of all Tax. Such
declarations, notices, requests, applications, returns, accounts, reports and
other information supplied to the fiscal authorities have been accurate and
complete as far as the Warrantors are aware and as of the date hereof are not
disputed (other than in the course of a normal tax audit) by the fiscal
authority concerned.


13.4                           No dispute.  The
Company is not involved in nor have the Warrantors reason to believe that in
the future the Company will become involved in, any dispute (other than in the
course of a normal tax audit) with the tax or other authorities concerning any
matter likely to affect in any way the liability of the Company as at the date
hereof to Tax and no tax or other authority has investigated or indicated that
it intends to investigate the tax affairs of the Company.


13.5                           PAYE obligations.  The
Company has properly operated any and all systems of deduction of Tax on
employee remuneration and has complied with all its reporting obligations to
all tax or other appropriate authorities in all jurisdictions in connection
with the benefits provided of officers, employees and directors of the Company.


13.6                           Submission of returns etc.  The
Company has duly submitted all returns, records, claims and disclaimers and has
taken all such steps and refrained from all action which have been assumed to
have been made or refrained from (as the case may be) for the purposes of the
Warranted Management Accounts.


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


13.8                           No act or omission.  As far
as the Warrantors are aware, no event, transaction, act or omission has
occurred which could result in the Company becoming liable to pay or to bear
any Tax which is primarily or directly chargeable against or attributable to
any person, firm or company other than the Company.


13.9                           The Company has duly complied with all its
obligations to account to HM Revenue and Customs or other relevant taxation
authority and all other relevant authorities for all amounts for which it is
accountable in respect of Taxation or amounts payable



 45
 






 



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


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


14.                                 INSOLVENCY


14.1                           No winding up.  No
order has been made or petition presented or resolution passed for winding up
the Company and no distress, execution or other analogous process has been
levied on any of its assets, nor has the Company either stopped payment or
deferred any payment which is now due for payment and it is not insolvent, or
unable 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 be
appointed by any person over the Company’s business or assets or any part
thereof, and there is no unfulfilled or unsatisfied judgment or Court order
outstanding against it.


14.3                           No arrangement.  The
Company has not made or proposed any arrangement or composition with its creditors
or any class of its creditors.


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


14.5                           No officer of the Company is, or has been
subject to any bankruptcy proceedings or is or has been the officer of any
company 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 and
will not:


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


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


(ii)                                  the Company’s memorandum or Articles or give
rise to or cause to become exercisable any right of pre-emption, which shall
not be waived upon Completion; or


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


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



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


(d)                                 cause any licence or authority necessary or
desirable for the continuation of the Company’s business to be determined or
not renewed or continued or renewed on less favourable terms.


15.2                           Disclosure of information.  All
information relating to the Company which the Warrantors know or should
reasonably know and which is material to the Investors in the context of the
subscription of the Shares has been disclosed to the Investors and to the best
of the knowledge, information and belief of the Warrantors, there are no other
facts or matters undisclosed to the Investors which may have a material adverse
effect on the financial or trading position or prospects of the Company.


15.3                           Data Protection.  The
Company has not received any notice or has been engaged in any correspondence
with the Information Commissioner relating directly or indirectly to the
activities of the Company and its compliance with the Data Protection Act
1998.  The Company has taken all
necessary steps as it is advised are necessary to comply with the Data
Protection Act 1998 and the Company has not received any notice relating to
subject access rights under the Data Protection Act 1998.


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


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


16.                                 GAMING WARRANTIES


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


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


16.3                           So far as the Warrantors are aware, the Company
has not issued or caused to be issued any advertisement in breach of the Gaming
Legislation;


16.4                           So far as the Company is aware, the Company is
not carrying on any Prohibited Business.


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



 47
 






 



SCHEDULE 6



Capitalisation 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

  	
   

  



 



 48
 






 



IN WITNESS whereof this Agreement has been executed as a deed by
or 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:

  	
  )

  	
   

  



 



 49
 






 



 


	
  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:

  	
  )

  	
   

  
											



 



 50
 






 



 


	
  Executed and delivered as a
  Deed by

  	
  )

  	
  /s/ Adam Pliska

  	
   

  
	
  WPT
  ENTERPRISES, INC

  	
  )

  	
   

  
	
  acting by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Adam Pliska

  	
   

  
	
   

  	
  General Counsel

  	
   

  
					



 



 51