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