Exhibit 10.31


 


THIRD AMENDMENT TO OFFICE LEASE


 


This THIRD AMENDMENT
TO OFFICE LEASE (this "Third Amendment") is made and entered into as of October 2, 2015, by and between WILSHIRE
COURTYARD, L.P., a Delaware limited partnership ("Landlord"), and WPT ENTERPRISES, INC., a Nevada corporation
("Tenant").


 


R E C I T A
L


 


A.           
Landlord and Tenant are parties to that certain Office Lease, dated September 24, 2004 ("Office Lease"), as supplemented
by that certain Notice of Lease Term Dates, executed by Tenant on May 13, 2005 (the "Commencement Letter"), as
amended by that certain Amendment to Lease, dated as of March 21, 2006 (the "First Amendment"), and that certain
Second Amendment to Lease, dated as of January 31, 2011 Office Lease (the "Second Amendment"), whereby Landlord
leases to Tenant and Tenant leases from Landlord certain space (the "Premises"), commonly known as Suite 350,
and located on the third (r) floor of that certain building located at 5700 Wilshire Boulevard, Los Angeles, California (the "Building"),
The Office Lease, the Commencement Letter, the First Amendment and the Second Amendment shall collectively be referred to herein
as the "Lease".


 


B.           
Landlord and Tenant desire to extend the term of the Lease, and to otherwise amend the Lease, on the terms and conditions contained
herein,


 


A G R E E M E N T:


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.


 


1.             Capitalized
Terms. Except as explicitly set forth in this Third Amendment, each initially capitalized term when used herein shall have
the same respective meaning as is set forth in the Lease.


 


2.            
Premises.


 


2.1       "As-Is"
Condition. Tenant hereby acknowledges and agrees that (I) Tenant currently occupies the Premises pursuant to the terms of the
Lease, and (II) during the Renewal Term (defined in Section 3 below), except as otherwise set forth in Section 7,
below, Tenant shall continue to accept the Premises in its currently existing, "as is" condition, and Landlord shall
not be obligated to provide or pay for any Improvement work or services related to the improvement of the Premises. Tenant also
acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of
the Premises or the Building or with respect to the suitability of any of the same for the conduct of Tenant's business. For purposes
of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises
have not undergone inspection by a Certified Access Specialist (CASp).


 


2.2       Rentable
Square Footage of Premises and Building. Landlord and Tenant hereby acknowledge and agree that, effective as of the Renewal
Term Commencement Date (defined in Section 3, below), the "Premises" shall be deemed to consist of 8,519 rentable
square feet (remeasured from 8,422 rentable square feet as set forth in the Second Amendment) and the Building shall be deemed
to consist of 542,015 rentable square feet, which rentable square footages shall not be subject to re-measurement or modification.


 


3.             Renewal
Term. Landlord and Tenant acknowledge and agree that the Lease Term is scheduled to expire on January 31, 2016 (the "Scheduled
Expiration Date"), Notwithstanding the foregoing or any provision to the contrary contained In the Lease, the
Scheduled Expiration Date Is hereby extended to January 31, 2021 (the "Renewal Term Expiration Date"). The
period commencing on February 1, 2016 (the "Renewal Term Commencement Date") and expiring (unless sooner
terminated as provided In the Lease, as amended) on the Renewal Term Expiration Date shall be referred to herein as the
"Renewal Term".


 


 


 






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4.       Base Rent.


 


4.1       In
General. Prior to the Renewal Term Commencement Date, Tenant shall continue to pay to Landlord monthly installments of Base
Rent for the Premises in accordance with the terms and conditions of the Lease. Notwithstanding any provision contained In the
Lease to the contrary, commencing on the Renewal Term Commencement Date and continuing throughout the Renewal Term, Tenant shall
pay to Landlord monthly Installments of Base Rent for the Premises in the amounts set forth In the schedule below, but otherwise
in accordance with the terms and conditions of the Lease.


 


	Period During Renewal Term	  	Base Rent Per Annum	  	Base Rent Per Month 	  	Approximate Monthly 
 Base Rent Per 
 Rentable Square
    Foot*
	February 1, 2016 January 31, 2017	 	$393,577.80	 	$32,796.15
 
 
 
 
	 	$3,85
	February 1, 2017 - January 31, 2018	 	$405,385.13	 	$33,782.09	 	$3.97
	February 1, 2018 - January 31, 2019	 	$417,546.66	 	$34,795.56	 	$4.08
	February 1, 2020 - January 31, 2020	 	$430,073.08	 	$35,839.42	 	$4.21
	February 1, 2019 - January 31, 2021	 	$442,975.27	 	$36,914,61	 	$4.33



 


"The calculations
of the monthly Base Rent per rentable square foot set forth above are approximate calculations based on a three percent (3.0%)
Increase per annum.


 


4.2       Abatement
of Base Rent. Notwithstanding any provision to the contrary set forth herein, Tenant shall be entitled to an abatement
of Base Rent otherwise due for the Premises during the first five (5) full calendar months of the Renewal Term (i.e.,
February 2016 through June 2016). The period during which Tenant Is entitled to an abatement of Base Rent pursuant to the
terms of this Section 4.2 shall be referred to herein as the "Base Rent Abatement Period", The Base Rent
abated under this Section 4,2 shall be referred to herein as the "Abatement Amount." Landlord and Tenant
acknowledge that Tenant's right (the "Base Rent Abatement Right") to receive Base Rent abatement, as set forth
above, during the Base Rent Abatement Period has been granted to Tenant as additional consideration for Tenant's agreement to
enter Into this Third Amendment and comply with the terms and conditions otherwise required under the Lease, as amended. If
Tenant shall be In monetary or material non-monetary default under the Lease, as amended, beyond any applicable notice and
cure period, and shall fall to cure such default within the lime, if any, provided for cure pursuant to the Lease, as
amended, or if the Lease Is terminated for any reason other than In connection with a Landlord default, casualty or
condemnation, then, In addition to any other remedies Landlord may have under the Lease, as amended, Landlord, may elect to
have the entire unexpired portion of the Base Rent Abatement Period as of such default be moved to the end of the Renewal
Term, and Tenant shall immediately be obligated to pay Base Rent at the full amounts of the monthly installments therefor set
forth In Section 41,, above. The Base Rent Abatement Right set forth In this Section 4.2 shall be personal to
the originally named Tenant under this Third Amendment (the "Original Tenant") and a Permitted Assignee (defined
below) and shall not inure to the benefit of any other assignee, sublessee or other transferee of the Original Tenant's
interest In the Lease, as amended. A "Permitted Assignee" shall mean a person or entity to whom the Lease
Is assigned pursuant to the terms of the Lease.


 


5.        Direct Expenses.





 


5.1       In
General. Notwithstanding any provision to the contrary contained in the Lease, with respect to the period of the Lease Term
occurring from and after the Renewal Term Commencement Date, Tenant shall pay to Landlord Tenant's Share of Direct Expenses
that arise or accrue during such period in accordance with the terms of the Lease, provided, however, that effective as of
the Renewal Term Commencement Date, (I) Tenant's Share shall be deemed to equal 1,572%, (II) the Base Year shall be the
calendar year 2016, and (III) Tenant shall have no obligation to pay to Landlord Tenant's Share of Direct Expenses
attributable to the Premises during the initial twelve (12) months of the Renewal Term, Additionally, effective as of the
date hereof, the second sentence of the last paragraph of Section 4.2(d) of the Office Lease shall be deleted and
shall be replaced with the following; "If the Project is not at least ninety-five percent (95%) occupied during all or a
portion of the Base Year or any Expense Year, Landlord shall make an appropriate adjustment to the components of Operating
Expenses that vary based upon the occupancy of the Project for such year to determine the amount of Operating Expenses that
would have been Incurred had the Project been ninety-five percent (95%) occupied; and the amount so determined shall be
deemed to have been the amount of Operating Expenses for such year, provided that a comparable adjustment shall have been
made, or if not made, shall also be made to the Base Year Operating Expenses."


 


 


 






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5.2       Proposition 8. In the event that Landlord receives
a refund of Taxes for any Expense Year as result of a reassessment of the Project under Proposition 8 (adopted by the voters of
the State of California in the November 1978 election), Landlord shall credit against subsequent payments of Taxes due hereunder,
an amount equal to Tenant's Share of any such refund, net of any expenses Incurred by Landlord in achieving such refund. A reassessment
of the Project under Proposition 8 during any Expense Year shall not lower Base Taxes. However, if Base Taxes are reduced as result
of a reassessment of the Project under Proposition 8, then the Base Taxes shall be correspondingly revised based on such reduction,
the Additional Rent previously paid or payable on account of Tenant's payment of Tenant's Share of Tax Expenses hereunder for
all Expense Years shall be recomputed on the basis of such reduction, and Tenant shall pay to Landlord within thirty (30) days
after being billed therefor, any deficiency between the amount of such Additional Rent previously computed and paid by Tenant
to Landlord, and the amount due as a result of such recomputations.


 


6.            
Renewal Term. Tenant shall continue to have the right to extend the Lease Term pursuant to Tenant's Renewal Option set forth
in Section 2.2 of the Office Lease, as amended by Section 3,2 of the Second Amendment provided, however, that the
following shall apply; (I) all references to the term "Extension Term" set forth in Section 2.2 of the Office
Lease, as amended by Section 3.2 of the Second Amendment, shall be deemed to refer to the Renewal Term, (ii) Tenant shall
deliver the Renewal Notice to Landlord no earlier than November 1, 2019 and no later than May 1, 2020, (III) In calculating the
rent for the Renewal Term, no consideration shall be given to any period of rental abatement, if any, granted to tenants in Comparable
Transactions in connection with the design, permitting and construction of tenant Improvements In comparable spaces, (iv) in determining
the Market Rent, Comparable Transactions In the Project shall be taken into consideration first, and in the event that there are
not a sufficient number of Comparable Transactions in the Project to determine the Market Rent, then the Market Rent shall be determined
by taking Into consideration Comparable Transactions In Comparable Buildings, and (v) the definition of "Comparable Buildings"
as set forth in Section 2.2(c). of the Office Lease shall be deleted and shall be replaced with the following: "Comparable
Buildings shall mean first-class office buildings of comparable age and quality located in the Miracle Mile area of Los Angeles,
California".


 


7.            
Tenant Improvement Allowance.


 


7.1       In
General. Notwithstanding any provision to the contrary contained herein, effective as of the full execution and
delivery of this Third Amendment by Landlord and Tenant, Tenant shall be entitled to a one-time tenant Improvement allowance
(the "Tenant Improvement Allowance") in an aggregate amount equal to $255,570.00 (i.e. $30.00 per rentable
square foot of the Premises), for the costs relating to the construction of Tenant's improvements (the
"Improvements") set forth on Exhibit A attached hereto. In addition to the Tenant Improvement Allowance,
Landlord shall contribute an amount not to exceed $1,277,85 ("Landlord's Drawing Contribution") toward the cost of
the preparing a space plan In connection with the construction of the Improvements, and no portion of the Landlord's Drawing
Contribution, If any, remaining after June 30, 2016 shall be available for use by Tenant. In no event shall Landlord be
obligated to make disbursements from the Tenant Improvement Allowance for costs which are unrelated to the Improvements or In
a total amount which exceeds the Tenant Improvement Allowance, Except as otherwise provided In this Section 7, Tenant
shall perform the Improvements at Its sole cost and expense and In accordance with the terms of Articles 8 and 9 of
the Office Lease. Landlord hereby pre-approves Wolcott Architecture/Interiors as the architect retained in connection with
the performance of the Improvements.


 


7.2       Unused
Tenant Improvement Allowance. Tenant shall have the right, exercisable by written notice to Landlord, to elect to use any
unused portion of the Tenant Improvement Allowance, if any, as a credit against future Installments of monthly Base Rent next
coming due under the Lease, as amended. In the event that Tenant Improvement Allowance is not fully utilized by Tenant under this
Section 7 (whether for Improvements or as a credit against Base Rent) on or before January 31, 2017, then such unused amounts
shall be converted as a credit against future installments of monthly Base Rent next coming due under the Lease, as amended.


 


7.3       Disbursements,
During the design and construction of the Improvements, Landlord shall make disbursements of the Tenant Improvement Allowance
for construction of the Improvements for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant
as follows:


 


 


 






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7.3.1  In
General. Once during each calendar month after the date hereof (or such other date as Landlord may designate), but in no
event more than a total of three (3) limes during the design and/or construction of the Improvements, Tenant shall deliver to
Landlord: (I) a request for payment of the contractor (the "Contractor") and/or Tenant's Agents (defined below)
retained by Tenant to construct the Improvements, In a form to be provided by Landlord, showing the schedule, by trade, of
percentage of completion of the Improvements In the Premises, detailing the portion of the work completed and the portion
not completed and, or when appropriate, the work and/or services provided by Tenant's Agents, which shall be certified by
Tenant's architect, if applicable, (II) invoices from Tenant's Agents related to the request for payment, for labor rendered
and materials delivered to the Premises and/or service performed In the design and engineering of the Improvements, (ill)
properly executed mechanic's lien releases (either conditional or unconditional, as appropriate) which shall comply with the
appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8120-8138, as applicable,
from all of Tenant's Agents, and (iv) all other Information reasonably requested by Landlord. Tenant's request for payment
shall be deemed (vis-a-vis Landlord) Tenant's acceptance and approval of the work furnished and/or the materials supplied as
set forth In Tenant's payment request. Thereafter, Landlord shall deliver a check to Tenant or Tenant and the Contractor, In
payment of the lesser of: (A) the amounts so requested by Tenant less a ten percent ('10%) retention (to the extent that such
retention Is not duplicative of the retention amount pursuant to the Contract between the Tenant and the Contractor) (the
aggregate amount of such retentions to be known as the "Final Retention"), provided that Landlord does not dispute
any request for payment based on non-compliance of any work, or due to any substandard work, or for any other reason, and (B)
the balance of any remaining available portion of the Improvement Allowance (not including the Final Retention). Landlord's
payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as
set forth in Tenant's payment request.


 


7.3.2 Final
Retention, Subject to the provisions of this Section 7, a check for the Final Retention payable to Tenant shall be
delivered by Landlord to Tenant following the completion of the Improvements in the Premises, provided that (i) Tenant
delivers to Landlord properly executed mechanics lien releases in compliance with both California Civil Code Section 8134 and
Section 8138, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical,
electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain
wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's
leased premises in the Building, (iii) if applicable, Tenant's architect delivers to Landlord a certificate, in a form
reasonably acceptable to Landlord, certifying that the construction of the Improvements has been completed, and (iv) Tenant
delivers to Landlord all Invoices, marked as having been paid, from all general contractors, subcontractors, laborers,
materialmen, and suppliers (together with the Contractor collectively, "Tenant's. Agents") used by Tenant for labor
rendered and materials delivered to the Premises In connection with the Improvements.


 


8.       Parking.


 


8.1       In
General. Notwithstanding any provision to the contrary set forth In the Lease, effective as of the Renewal Term
Commencement Date and continuing through the Renewal Term, and any extension thereof, in lieu of the parking passes that
Tenant Is obligated to rent from Landlord pursuant to the terms of the Lease, Tenant shall have the right, but not the
obligation, to rent from Landlord up to twenty-seven (27) unreserved parking passes in connection with Tenant's lease of the
Premises, In accordance with the terms and provisions of Article 28 of the Lease, as hereby amended. Tenant may
Increase or decrease the number and type of parking passes rented by Tenant upon not less than thirty (30) days' notice to
Landlord, provided that In no event shall Tenant have the right to rent more than the number and type of parking passes as
set forth in this Section 8. Tenant shall have the right to rent additional parking passes from Landlord on a
month-to-month basis, subject to availability as determined by Landlord in the parking facilities serving the Building and
the building located at 5750 Wilshire Boulevard, Tenant shall pay to Landlord for automobile parking passes (including any
additional parking passes rented by Tenant in addition to the twenty-seven (27) parking passes allocated to Tenant hereunder)
on a monthly basis the prevailing rate (the "Parking Charge") charged from time to time at the location of such
parking passes; provided, however, that, during the Initial two (2) years of the Renewal Term only, Tenant shall be entitled
to a ten percent (10%) discount on the Parking Charge applicable to the number of parking passes rented by Tenant, which
parking passes are allocated to Tenant pursuant to the terms hereof. As of the date hereof, the current Parking Charge is
$169.00 for an unreserved parking pass per month, $304,00 for a reserved parking space located on level P1 per month, and
$274.00 for a reserved parking space located on level P2 or P3 per month. In addition to the Parking Charge, Tenant shall be
responsible for the full amount of any taxes imposed by any governmental authority In connection with the renting of parking
passes by Tenant or the use of the Project parking facility by Tenant, Notwithstanding any provision to the contrary
set forth herein, during the Renewal Term only the rates for unreserved parking passes shall not increase by more than three
percent (3%) per calendar year, on a cumulative, compounding basis, over the prevailing rates for such unreserved parking
passes in effect during the prior calendar year, Tenant may validate visitor parking by such method or methods as the
Landlord may establish, at the validation rate from time to time generally applicable to visitor parking, provided that,
during the Initial two (2) years of the Renewal Term only, Tenant shall be entitled to a ten percent (10%) discount on the
cost of visitor parking validations purchased by Tenant. Except as otherwise set forth in this Section 8, Tenant's
right to rent parking passes from Landlord shall be governed by the terms of Article 28 of the Office Lease.


 


 


 






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8.2       Other Terms, Effective as of the Renewal
Term Commencement Date, the last sentence of Section 28.2 of the Office Lease shall be deleted and shall be of no
further force or effect.


 


9.       Deletions,
Section 2.3 (Option to Cancel) of the Office Lease, and the last sentence of Section 8.1(a) of the Office Lease are
hereby deleted in their entirety and shall be of no further force or effect.


 


10.     Security Deposit. Landlord and Tenant
acknowledge that, In accordance with the terms of the Lease, Tenant has previously delivered the sum of $27,554.48 (the
"Existing Security Deposit") to Landlord as security for the faithful performance by Tenant of the terms, covenants
and conditions of the Lease. Landlord shall continue to hold the Existing Security Deposit during the Renewal Term.


 


11.       Notices,
Notwithstanding any provision to the contrary contained In the Lease, all notices required or permitted to be given to
Landlord under the Lease, as amended hereby, shall be addressed to Landlord and Tenant, as follows:


 


If to Landlord:


 


Wilshire Courtyard, L.P.,


c/o Tishman Speyer Properties, L.P.

5700 Wilshire Boulevard, Suite 365

Los Angeles, California 90036

Attn: Property Manager


 


With copies to:


 


Tishman Speyer Properties, L.P.,


45 Rockefeller Plaza


New York, New York 10111

Attn: Chief Legal Officer


 


and;


 


Tishman Speyer Properties, L.P.

45 Rockefeller Plaza


New York, New York 10111

Attn: Chief Financial Officer


 


If to Tenant:


 


WPT Enterprises, Inc.


5700 Wilshire Boulevard, Suite 350


Los Angeles, California 90036


 


with a copy to:


 


WPT Enterprises, Inc.,


1920 Main Street, Suite 1150


Irvine, California 92614

Attn: Legal


 


 


 






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and


 


Ourgame International Holdings Limited

17F, Tower B Fairmont, No. 1 Building

#33 Community Guangshun North Street

Chaoyang District, Beijing


People's Republic of China


 


12.     Limitation
on Liability, Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant acknowledge and
agree that the liability of Landlord for Landlord's obligations under the Lease, as amended, and any other documents executed
by Landlord and Tenant in connection with the Lease (collectively, the "Lease Documents") shall be limited to
Landlord's Interest In the Project and Tenant shall not look to any other property or assets of Landlord or the property or
assets of any direct Or indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of
Landlord (collectively, the "Landlord Parties") in seeking either to enforce Landlord's obligations under the Lease
Documents or to satisfy a judgment for Landlord's failure to perform such obligations; and none of the Landlord Parties shall
be personally liable for the performance of Landlord's obligations under the Lease Documents, In no event shall Landlord or
the Landlord Parties be liable for, and Tenant, on behalf of itself and all other subtenants or occupants of the Premises and
their respective agents, contractors, subcontractors, employees, invitees or licensees, hereby waives any claim for, any
indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in
connection with the Lease Documents.


 


13.     Tax
Status of Beneficial Owner, Tenant recognizes and acknowledges that Landlord and/or certain beneficial owners of Landlord may
from time to time qualify as real estate Investment trusts pursuant to Sections 866, et seq. of the Internal Revenue Code and that
avoiding (a) the loss of such status, (b) the receipt of any Income derived under any provision of the Lease, as amended, that
does not constitute 'rents from real property" (in the case of real estate investment trusts), and (c) the imposition of income,
penalty or similar taxes (each an 'Adverse Event') is of material concern to Landlord and such beneficial owners, In the event
that the Lease, as amended, or any document contemplated hereby could, In the opinion of counsel to Landlord, result In or cause
an Adverse Event, Tenant agrees to cooperate with Landlord In negotiating an amendment or modification thereof and shall at the
request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification, Any amendment
or modification pursuant to this Section 13 shall be structured so that the economic results to Landlord and Tenant shall
be substantially similar to those set forth in the Lease, as amended, without regard to such amendment or modification, and further
provided that Tenant is not in a financial position which is worse by virtue of such an amendment or modification. Without limiting
any of Landlord's other rights under this Section 13, Landlord may waive the receipt of any amount payable to Landlord hereunder
and such waiver shall constitute an amendment or modification of the Lease, as amended, with respect to such payment. Tenant expressly
covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy,
or utilization based in whole or In part on the net income or profits derived by any person from the properly leased, used, occupied,
or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported
sublease or assignment shall be absolutely void and ineffective as a conveyance of any right or Interest in the possession, use,
occupancy, or utilization of any part of the Premises.


 


14.      Authority. if Tenant is a corporation, trust, limited liability company or partnership, each individual executing this Third
Amendment on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business
In California and that Tenant has full right and authority to execute and deliver this Third Amendment and that each person signing
on behalf of Tenant is authorized to do so, In such event, Tenant shall, within ten (10) days after execution of this Third Amendment,
deliver to Landlord satisfactory evidence of such authority, and, upon demand by Landlord. Tenant shall also deliver to Landlord
satisfactory evidence of (I) good standing in Tenant's state of formation and (Ii) qualification to do business in California.


 


15.      Brokers,
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection
with the negotiation of this Third Amendment, excepting only Tishman Speyer Properties, L.P. and Savills Studley, Inc. and Jones
Lang LaSalle Americas (collectively, the "Brokers"), and that they know of no other real estate broker or agent who
is entitled to a commission In connection with this Third Amendment. Each party agrees to indemnify and defend the other party
against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, Judgments, costs and
expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation
alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent other than the Brokers.
The terms of this Section 15 shall survive the expiration or earlier termination of the Lease, as amended. Landlord shall
pay a commission to Savills Studley, Inc. in connection with this Third Amendment pursuant to the terms of a separate written
agreement between Landlord and Savills Studley, Inc. Tenant hereby acknowledges and agrees that in no event shall Landlord be
obligated to pay a commission to Jones Lang LaSalle Americas In connection with this Third Amendment.


 


16.      Conflict; No Other Modifications. Except as otherwise provided herein, all other terms and provisions of the Lease shall
remain in full force and effect, unmodified by this Third Amendment. In the event of any conflict between the Lease and this Third
Amendment, this Third Amendment shall prevail,


 


[signatures appear on following page]


 


 


 






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IN WITNESS WHEREOF,
the parties have entered into this Third Amendment as of the date first set forth above.


 





	 	“LANDLORD:
	 	 	 
	 	WILSHIRE COURTYARD, L.P.
	 	a Delaware limited partnership
	 	 	 
	 	By:	Wilshire Courtyard GP, L.L.C.,
	 	 	a Delaware limited liability company,
	 	 	its general partner
	 	 	 
	 	 	By: /s/ Paul Gallano
	 	 	       Paul Gallano
	 	 	       Its: Senior Managing Director
	 	 	 
	 	 	 
	 	“TENANT”
	 	 	 
	 	WPT ENTERPRISES,INC.,
	 	a Nevada corporation
	 	 	 
	 	By: /s/ Adam Pliska
	 	       Its: CEO/President
	 	 
	 	By: /s/ Deborah Frangelb
	 	          Its: VP Finance
	 	 
	 	 	 



 


 


 






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The undersigned, Guarantor
under that certain Guaranty by OURGAME INTERNATIONAL HOLDINGS LIMITED, a company Incorporated in the Cayman Islands with limited
liability whose shares are listed on The Stock Exchange of Hong Kong Limited (the "Guaranty") for the benefit of Landlord,
hereby (I) acknowledges and consents to the Third Amendment provided above, and (i1) agrees that the terms and conditions of the
Guaranty, including Guarantors' promises, covenants and guaranties thereunder, shall continue to apply to the Lease, as amended
by this Third Amendment.


 


'GUARANTOR"


 


OURGAME INTERNATIONAL HOLDINGS LIMITED,


a company incorporated In the Cayman Islands


with limited liability whose shares are listed on


The Stock Exchange of Hong Kong Limited


 










 






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EXHIBIT
A


 


LIST OF IMPROVEMENTS


 


Tenant
shall have the right to use the Tenant Improvement Allowance allocated to Tenant pursuant to the terms of Section 7 of this
Third Amendment for the following scheduled Improvements in the Premises (which list of Improvements are subject to change);


 


	1.	Repaint (and patch as necessary) the painted areas of the Premises, Tenant to select color with Landlord approval;




 


	2.	Shampoo and deep clean the carpeted areas of the Premises;




 


	3.	Replace all window blinds existing in the Premises with Building standard window blinds, which as of the date hereof Is Hunter
Douglas “roll-up" type shade in charcoal;






 


	4.	Replace office lighting with recessed lighting subject to mutual approval;






 


	6.	Balance the HVAC system serving the Premises to provide consistent temperature throughout the Premises;




 


	6.	Install additional phone lines and cable outlets in specific offices located In the Premises; and






 


	7.	Install a security camera at the front entrance of the Premises, subject to the terms of Section 7 of this Third Amendment.






 









 


 


 






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