SPONSORSTilP AGREEMENT

S day ol July, 2013 (the This Sponsorship Agreement ("Agreement") is made mi, "Effeciive Datel') ly and between Emil Interactive Games, LLC dba AttackPoker'com Suite 1800, Las Vegas, Nevada" (-Spqg!9l:,'), *ith * uddr"r. of 3800 Howard Hughes Parkway, '3Odf Uu,m0n gD" h&udLrrflr I g9169, and Kenneth Horrell ("Talent") with an address o6 and with regarding certain personal services to be performed by Talent on behalf of Sponsor reipect to the license of certain rights to Sponsor by Talent' 1.
DEFINITIONS
have

t 168t?

In addition to the terns that are defined elsewhere in this Agreement, the following terms
the meanings set forth below:

(a)

.,Advertising Material(s)" shall mean advertising, sales, promotional, public relations and other marketing materials of any type, including but not limited to, television commercials, print advertising (including preprint inserts/circulars), radio, voice-overs, on-line advertising (including social media sites, e.8., Facebook, YouTube, Twitter, etc.), outdoor, in-store, direct mail, point of sale signage, gift cards, standee and other related marketing and advertising including, withoirt li*itutiorr, mobile and email marketing campaigns to promote Sponsor's initiatives and any additional advertising campaigns, as otherwise agreed to by the
parties.

(b) (c) (d) (e) (0 (g) 2.

"Talent Identifications" shall mean Talent's Rights and Talent's Statements. ,'Talent Rights" shall mean Talent's niune, signature, voice, likeness, photo, and biograPhical information. .,Talent Statements" shall mean any statement attributed to Talent andlor any implied or direct endorsement of any Product(s) by Talent. ,,product(s)" shall mean any Sponsor-branded product or service or third partybranded product or service offered by, or available through Sponsor. ,,Term,' shall mean the period commencing on the Effective Date and expiring twelve (12) months thereafter.

,,Tslrilsry" shall mean the United

for anY Internet use.

States, including Puerto Rico, and worldwide

SERVICES

(a)

Talent agrees to perform the following services ("Seryices") during the Term:

i. ii.

Become

participating in the World Series of Poker ("WSOP")'

an Attack Poker TEAM PRO member for

purposes of

Pro Wear only Sponsor's Attack Poker logo merchandise in the form of or cameras any of plain sight Patch, T-shirt, Hat and Sweatshirt in audience; and

(b)

and Talent's Services shall be rendered in a competent and professional manner, Services shall shall be subject to Sponsor's approval, direction and control' The to any be provided at such times as are lequested by Sponsor. With respect as endorsement Services on behalf of Sponsor, Talent shall deliver such affidavits are reasonably requested by Sponsor in connection therewith.

3.

GRANT OF LICENSE

the Territory on or in use of the Talent identificaiions for unlimited ociasions throughout promoting Sponsor and its connection with the production and use of Advertising Materials with the production Products, in any media now or hereafter existing; and on or in connection and use of the Advertising Materials.
4.

Term to use and authorize the Subject to the tenns hereof, Sponsor sha1l have the right during the

EXCLUSIVITY

poker company During the Term, Talent shall not join, be sponsored by, or endorse any other offering online peer-to-peer poker.

5.

APPROVALS AND QUALTTY CONTROL

(a)

to Sponsor shall afford Talent a courtesy right to review the Talent Identifications Talent be used in the Advertising Materials, provided that approval of any such

Identifications

matters transmission to Talent. Any Talent Identifications or related materials or by approvals nor objected to within such time shall be deemed approved. No Taient required hereby may be unreasonably withheld or delayed' once a all particular item of Talent Identification is approved, Sponsor may include it in idvertising Materials without requesting further approval' It is understood and including agreed that Sponsor may use, without approval, Advertising Materials to this the Products. Talent expressly confirms that Sponsor shal1 have, subject union Agreement (including all approvals of Talent ldentifications, applicable right complete contracts, agents, .,uf,ior, urrOlot production companies), fu11 and Talent's to use, distribute, reproduce, edit, delete, add to, combine and/or exhibit the Whenever desire' it they performance hereunder in any manner of fashion ,,commercial(s)" is used herein, it is understood to include permitted edits' ierm (b)

is

receivid

by

Sponsor within forty-eight (48) hours of

Any applicable Talent Identifications to be reviewed in accordance with Section

5(a) shall be submitted to Talent via e-mail at

6.

COMPENSATION

- ENTRY FEES

(a)

WSOP ("Entr-v Fee")' In Sponsor agrees to pay for entry fee to participate in the receive fifty the event Talent cashes in the designated event, the sponsor will or plays at wins Talent percent $avo) of the total cashed amount. In the Event entitled to a the final table of WSOP's Main Event 10K Buy-In, Talent shall be amount. bonus of twenty-five percent (25Vo) of the total cashed
other Except as to the Entry Fee (the "Compensation"), Talent shall not have any or further right to any compensation pursuant to this Agreement.

(b)
7.

OWNERSIIP

(a)

with this Excluding the Talent Rights, ail other materials produced in connection generated by' Agreement, including, *ithoot limitation, any materials produced, ideas, Materials, and any performancJ by Tul"nt, together with all Advertising in perpetuity phrases or words (colleitively "Work Product") will be and remain produced' Product Work A11 the absolute and exclusive property of Sponsor. for hire' a work generated by and/or performid by Talent shall be deemed to be If, however, any such Work Product is not considered a work for hire, Talent to hereby assigns all right, title, and interest to any of such Wot Product assignment Sponsor. talent shall execute any documents in connection with such as his Sponsor that Sponsor may reasonably request. Talent hereby appoints the Work attorney-in-fact to execute assignments of, and register all rights to, interest' Product. This appointment is coupled with an
Sponsor acknowledges and agrees that all rights pertaining belong exclusiveiy to Talent, as applicable'

(b) 8.

to Talent Rights

TERM AND TERMINATION

(a)

The Term is as defined in Section 1(f) of this Agreement'

shal1 be Unless this Agreement is sooner terminated as provided below, Sponsor given the exclusive option to negotiate with Talent to extend the Term of this i.greement (,'Option"j for an additional one (1) year period ("Extension Term") with any such Extension Term to provide for substantially the same terms and good conditions set forth in this Agreement which the parties shall negotiate in in provisions the to subject and faith. If Sponsor does not eiercise its Option, other 4 of this Agreement, Talent may pursue an agreement with any

(b)

Section third party.

(c)

giving Each party may terminate this Agreement prior to the end of the Term by a party commits written notice of such termination to the other party, if the other material breach of any of its obligations under this Agreement and fails to cure

such breach

within thirty (30) days after receiving written notice thereof from the

non-breaching PartY.

(d) In addition, Sponsor may terminate

this Agreement immediately upon written (other than notice in the event that Talent: (i) is charged with criminal conduct (ii) substances); routine traffic violations not involving alcohol or controlled otherwise uses admits to being addicted to alcohol or controlled substances or (iii) commits and banned substarices that affect his abiiity to perform the Services; tending to bring any other act or becomes involved in any situation or occulrence to shock' tending oI Sponsor into public disrepute, contempt, scandal or ridicule, insult or offend the people of this nation or any class or group thereof' or may cause reflecting unfavorably opott the reputation of Sponsor or otherwise Any material injury to Sponiot's customer relations or business prospects. sole discretion decision on *utt"r, arising under this Section 8(d) shall be at the of Sponsor and will be final.

(e)

In the event of the termination of this Agreement by Sponsor as a result of a the date of such breach of this Agreement by Talent, (i) any entry fee due after continue to discretion its sole in breach will no lo-nger be dul, (ii) Sponsor may, Any decision use any Advertisinlg Materials through the remainder of the Term' and wili be Sponsor of discretion on matters arising liereunder shall be at the sole
final.

(0

In the event of the termination of this Agreement as the result of an uncured to Talent an breach by sponsor pursuant to section 8(c), Sponsor will pay
amount,

to any portion of the Compensation that has not been paid "q,rJ uncured but would trave becom" puyuut" only through the date of notice of such to pursuant Sponsor of breach. Upon expiration of this Agreement or termination photocopy' this Section 8(f), Sponsor shall have the right to continue to use and solely for internal archival and reporting puq)oses, previously produced

if any,

AdvertisingMaterialsbearingTalentldentifications.
9.

REPRESENTATIONS AND WARRANTIES

(a)

right and Talent represents and warrants to Sponsor that (i) Talent has the full authority to enter into this Agreement, to perform its obligations as contemplated rights' herein, and to grant the righis granted by it hereby free and clear of the and rights all claims or encimbrances of others; (ii) Talent has secured perform the permissions, releases and the like, necessary for Talent to fully is duly Agreement Services pursuant to this Agreement; (iii) the signatory to this by Sponsor as authorized by the Talent to execute this Agreement; (iv) the use will not Product Work the contemplated herein of the Talent Identifications or (v) the Work infringe upon or otherwise violate the rights of any third party; and product and all other activities conducted by Talent pursuant hereto shall comply with applicable law. Talent further represents and warrants that it has and will and that continue to have the exclusive right to license ttre Taient Identifications;

union code' federal' state or Talent shall discharge all obligations imposed by any respect to his employees, local law or reguiation, now or hereafter in force with the filing of all returns including uut riot limited to all withholding of all taxes, contributions and other and reports and the payment of all assessments, taxes, sums riquired to be withheld, filed and/or paid by employers.

(b)

has the Sponsor fepresents and warrants to Talent that (i) Sponsor

full right and

as enter into this Agreement other hereunder, contemplated herein; (ii) the Advertising Materials produced therein, will not contained than the Talent Identifications or any work Product (iii) the infringe upon or otherwise violate- the rights of any person; and

authority

to

and to perform its obligations

Identifications or Advertising Materials produced hereunder, other than the Talent activities conducted any Work product contained therein, together with the other bySponsorpursuanthereto,shallcomplywithapplicablelaw.

10.

CONFIDENTIALITY
(a)

or proprietary to the Each party acknowledges that information that is confidentiai ("Confidential Aisctosmj party, incluf,ing tenns and conditions of this Agreement this Information") may be disclosed to the other party during the course of steps, at least Agr""-*t Each party agrees that (i) it will take reasonable proprietary own its sribstantially equival.rri to- the steps it takes to protect of the other information to prevent the disciosure of confidential Information

party;

use Confidential Information of the other party only in enjoyment of its connection with its performance of its obligations or its full of the other rights hereunder; (iii) it will not disclose Confidential Information pity, other than to its affiliates or its or their employees agents or contractors party to perform who must have access to such Confidential Information for such confidentiaiity the its obligations hereunder and who are legally bound to protect of such information. Each party will b" tetpontible for any disclosure by its employees, agent or contractors in violation hereof'

(ii) it will

(b)

only include Notwithstanding the foregoing, Confidential Information shail (i) to information which and to the extent that such information can be shown made known to such have been previously known by such party, (ii) to have begn (iii) to party from'a third-party without breach of any confidentiality requirement, 'hur" b""n made public through no breach of this Agreement by such party' or any is required of their lespective representa;ves, or (iv) to the extent such disclosure or government or court order or aS reasonably advised by by law, rull, regulation - Each pariy shall protect. the confidentiality of Confidential legal counsel. year after Information of the ott ei party received prior to termination for one
disclosure, even if this Agreement has terminated'

11.

DEFENSE AND INDEMNIFICATION

(a)

their respective employees' Talent will defend Sponsor, its affiliates, and each of :'sponsor Indemnified Parties") against, and indemnify agents and contractois ltt e for all liabilities, costs and and hold harmless trr"'spor InO"*nifi"d Parties frrg* any third party-claim expenses (including reasonable attorney fees) arisinq Agreement by Talent' resulting for claimld to result from (i) a breach of this made by him contained including any breach of any representation or warranty herein; or (ii) the act or omission of Talent' Talent for defend Talent against, and indemnify and hold harmless fees) arising atl liabilities, costs and expJnses (including reasonable attorneys (i) a breach of this from, and third party claim iesulting or claimed to result from of waffanty Agreement Uy Sporsor, including any breach of any representation damage property *iO" by it and contained herein; (ii) any personal ittjuty or of sponsor' resulting from any sponsor Products; or (iii) the act or omission
Sponsor

(b)

will

(c)

full control of the The party having the obligation to defend shall be accorded of action; provided that no defense and/or settlement Jr *y such claims or causes without the consent of the settlement shall be made other ihan for money damages at its own cost and ;ther party; and the other party may participate in suchdefense L1 shall be The obligations to defeth and indemnify under this Section party hereunder' This "*p".rr". iniependen t of eaitother and any other obligation of such Agreement' Section 11 shall survive the expiration for termination of this

12.

GOVERNING LAw; JURISDICTT0N

This Agreement shall be construed

or claim arising out of or in Nevada, without regard to its conflicts of law ruies. Any controversy state and/or federal courts located in Las connection with this Agreement shatl be decided by the shall not take any action that could Vegas, Nevada. Notriithstanding the foregoing, Talent disirpi the production, display or broadcast of any Advertising Materials'

in accordance with the substantive laws of the state of

13.
If

ADJUSTMENT

or physically disfigured during the Term, Talent should die or become permanently disabled to use Sponsor's inappropriate and, accordingly, in the sole judgment of Sponsor, it becomes shail have the immediate right to Services or the materiars p.odoc"J prior to suih event, sponsor to exercise its rights to terminate terminate this Agree*".ri. In the event Sponsor elects not or the permanent disability or pursuant to this Section 13 in the event o] the death of ralent to all provisions' physical disfigurement of him, this Agreement shall continue in respect

14.

PAY OR PLAY

Materials prepared or rights Sponsor shall be under no obligation to make or use any Advertising entire liability hereunder shall granted in connection herewith, it being understood that sponsor's ie discharged by the payment of the entry fee pursuant to the terms herein'

15.

PAYMENT NOTICES

until notified otherwise by Talent in writing all

Tatent and addresr"Ju"A

rf"i

i-i&z tt"in*'n

to Talent shall be made payable to payments -t..b

qhBia A,r+' 't,t tr i N I

16.

MISCELLANEOUS

Agreement and The parties are independent contractors of each other for the purposes of this or commit the bind to neither party shall have, no. hold themselves out as having, any authority if given in writing and other in any respect. Notices required under this Agreement are sufficient mail (retum receipt certified delivered via a nationally recognized overnight courier service, above or such other requested) or personal deti re.ylo the other party at the address specified Notice is effective: (i) address * *uy be specified by such party in conformance herewith. it is sent by certified which when delivered personally, (ii)ihree businlss days after the date on recognized mail, or (iii) on ihe first u"ri*s day after the date on which it is sent by a nationally its conflict to regard courier service. This Agreement will be governed by Nevada law without and of law principles. This Agreement constitutes the entire understanding between Sponsor addition or modification waiver, No Talent with respect to the subject matter of this Agreement. shall not to this Agreement shall be ,ulid ,ol"rs in writing and signed by both parties. Talent provision of this assign this Agreement without the written consent of Sponsor. If any be enforced Agreement Agrlement is Jetermined to be unenforceable, the parties intend that this partially valid and enforceable as if the unenforceable provisions were not present and that any executed provisions be enforced tt tne extent that they are enforceable. This Agreement rnay be in counterparts, all of which together will constitute one and the same agreement'

EMIL INTERACTIVE GAMES, LLC

Kenneth Horrell

vy,
Date:

*fWtru*
tr,tttrrt

VtT't'rt

t name and title

C Vn' tV:'s, D1-,tz,hvw"

ATTACHMENT A
KENNETH HORRELL
Date 7t6t20t3 Event
WSOP #62 No-Limit Hold'em Main Event

Buy
$10,000 $10,000

In

u.s.
($)

TV

(if applicable)

Description ofExpenses
None

Approval

Total