Exhibit 10.9





Exhibit 10.9




ASSIGNMENT
AND ASSUMPTION OF LEASE — 5901 DE SOTO AVENUE




This
ASSIGNMENT AND ASSUMPTON OF LEASE — 5901 DE SOTO AVENUE (this “Agreement”) is made and
entered into as of December 15, 2008 (the “Effective Date”), by and between YOUBET SERVICES
CORPORATION (“YB Services”), with its principal place of business at 5901 De Soto Avenue, Woodland
Hills, California, 91367, and YOUBET.COM, INC. (“Youbet”), a Delaware corporation with its
principal place of business located at 2600 West Olive Avenue, 5th Floor, Burbank, CA
91505.



BACKGROUND





	A.	 	Youbet is a diversified provider of technology and pari-mutuel horse racing content for
consumers through Internet and telephone platforms.







	B.	 	Youbet leases the premises commonly known as 5901 De Soto Avenue, Woodland Hills, California,
91367, pursuant to a lease dated March 11, 2000 (“Lease”) with 5901 Associates LLC
(“Landlord”). The Lease is attached hereto as Exhibit A.







	C.	 	YB Services provides various corporate services to Youbet, including financial and
accounting, payroll, marketing, customer relations, software development and engineering, and
administrative (“Corporate Services”). YB Services will provide Corporate Services to Youbet
utilizing the Premises.







	D.	 	The parties desire to enter into an agreement whereby Youbet will assign, and YB Services
will assume, the obligations under the Lease.






AGREEMENT




Now, therefore, in consideration of the premises and mutual covenants hereinafter set forth,
the parties hereby agree as follows:



1. Assignment and Assumption. Subject to all applicable terms and conditions in the Lease,
including, but not limited to, those pertaining to assignment assumption, Youbet hereby assigns all
of its rights and interests under the Lease to YB Services, and YB Services hereby accepts said
assignment and agrees to be bound by, and to perform, all duties and obligations of Youbet under
the terms and provisions of the Lease.



2. Governing Law. This Agreement will be governed by and construed in accordance with
the substantive laws of the State of California (i.e., without reference to its conflict of law
rules).



3. Severability. If any provision or part of this Agreement will be declared illegal,
void, or unenforceable, the remaining provisions will continue in full force and effect to the
extent permitted by law insofar as the primary purpose of this Agreement is not frustrated.


 


 









 






4. Notices. All notices required or permitted to be given under this Agreement will be in
writing and addressed as follows:



	 	 	 	 	 
	 

	 	If to YB Services:
	 	Youbet Services Corporation
	 

	 	 	 	5901 De Soto Avenue
	 

	 	 	 	Los Angeles, CA 91367
	 

	 	 	 	Attention: President
	 
	 	 	 	 
	 

	 	If to Youbet:
	 	Youbet.com, Inc.
	 

	 	 	 	2600 West Olive Avenue, 5th Floor
	 

	 	 	 	Burbank, CA 91505
	 

	 	 	 	Attention: Chief Executive Officer






or such other address as each party may designate in writing to the other party for this purpose.
Such notice will be deemed to have been duly given and received either: (a) on the day of delivery,
if hand delivered or delivered by overnight courier; (b) on the fifth (5th) day after the date
sent, when sent by prepaid certified mail; or (c) on the date sent when sent by facsimile and
confirmed the same day by overnight courier or prepaid certified mail, addressed as above.



5. Counterparts. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of which, taken together, will constitute one instrument.



IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.




	 	 	 	 	 	 	 	 	 	 	 
	YOUBET SERVICES CORPORATION	 	 	 	YOUBET.COM, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David Goldberg	 	 
	 	By:	 	/s/ Jim Burk	 	 
	 

	 	 

David Goldberg
	 	 	 	 	 	 

Jim Burk
	 	 
	 

	 	Chief Operating Officer
	 	 	 	 	 	Chief Financial Officer	 	 





 


 









 





EXHIBIT A

(see attached)