FIFTH AMENDMENT TO THE END USER LICENSE AGREEMENT Contract No. EULA-010404-Fifth Amendment
Exhibit 4.43
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FIFTH AMENDMENT TO THE END USER LICENSE AGREEMENT
Xxxxxxxx Xx. XXXX-000000-Xxxxx Xxxxxxxxx
Xxxxxxxx Xx. XXXX-000000-Xxxxx Xxxxxxxxx
THIS FIFTH AMENDMENT TO XXXX-010404 (this Amendment) is made and entered into this the first
day of April 2009, by and between Internet Media Licensing Limited, a British Virgin Island
corporation (“IML”), having its registered office at Akara Bldg., 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx
Cay I, Road Town, Tortola, British Virgin Islands and Ultra Internet Media, S.A. a Nevis
corporation, having its registered address at Xxxxx Xxxxx & Associates, Xxxxxxxx, #10 Xxxxxxx’x
Arcade, Charlestown, Nevis (“Licensee”).
WHEREAS, Grand Virtual (Alderney) Limited, a company registered in Alderney with company
number 1443 whose registered office is at Xxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxx XX0 0XX (“GVA”)
and Licensee entered into a certain End User License Agreement (EULU-010404) as of April 1, 2004
for the License of Grand Virtual software, and
WHEREAS, GVA and Licensee entered into an Amendment agreement on January 1, 2005
(XXXX-010404-First Amendment), to amend Schedule B, for Software Royalties fees associated with
Grand Virtual’s multi-player game software and to delete in its entirely and replace Section 6.3 of
the End User License Agreement.
WHEREAS, GVA, IML and the Licensee entered into a Novation agreement on April, 1, 2005, which
released and discharged GVA from the End User License Agreement and IML assumed full liability to
perform the Contract and to be bound by the terms in every way as if IML had been a party to it in
place of GVA.
WHEREAS, IML and Licensee desire to amend the First Amendment to the End User License
Agreement, dated January 1,
2005, (XXXX-010404-First Amendment) with the terms set forth herein.
WHEREAS, IML and Licensee entered into an Amendment agreement on March 1, 2006
(XXXX-010404-Second Amendment), to amend Schedule B, for Software Royalties fees associated with
Grand Virtual’s multi-player game software.
WHEREAS, IML and Licensee desire to amend the Second Amendment to the End User License
Agreement, dated March 1, 2006, (XXXX-010404-Second Amendment) with the terms set forth herein.
WHEREAS, IML and Licensee entered into an Amendment agreement on March 1, 2007
(XXXX-010404-Third Amendment), to amend Schedule B, for Software Royalties fees associated with
Grand Virtual’s multi-player game software.
WHEREAS, IML and Licensee desire to amend the Third Amendment to the End User License Agreement, dated March 1,
2007, (XXXX-010404-Third Amendment) with the terms set forth herein.
WHEREAS, IML and Licensee entered into an Amendment agreement on March 1, 2008
(XXXX-010404-Fourth Amendment), to amend Schedule B, for Software Royalties fees associated with
Grand Virtual’s multi-player game software.
WHEREAS, IML and Licensee desire to amend the Fourth Amendment to the End User License
Agreement, dated March 1, 2008, (XXXX-010404-Fourth Amendment) with the terms set forth herein.
Internet Media Licensing Limited. Standard XXXX | Page 1 of 2 | |
5th Amendment | Xxxxxxxx Xx. XXXX-000000 |
XXX THEREFORE, IML and Licensee hereby agree to amend the Fourth Amendment to the End User
License Agreement (XXXX-010404-Fourth Amendment), effective April 1, 2009, as follows:
1. SCHEDULE B of the agreement is hereby deleted in its entirety and replaced with the following:
Payment | Due | |
Up-front, non-refundable license fee, of USD $0
|
Upon signing of agreement | |
Software Royalties for Games of Chance Software —
the royalty shall be equal to thirty-two and one
half percent (32.5%) of Gross Revenues (“Royalty
Rate”) derived from the Games of Chance Software,
received in the particular Calculation Period.
|
On the tenth day of each calendar month following the end of the preceding Calculation Period. | |
Software Royalties for Multi Player Game Software —
the royalty shall be equal to ten percent (10%) of
Gross Revenues (“Royalty Rate”) derived from the
Multi-Player Game Software, received in
the particular Calculation Period. |
IML will record all data relevant to the determination of Software Royalties from Licensee’s
databases by means of utilities included in the Software. On the basis of such recorded data,
Licensor shall invoice Licensee immediately following the end of each Calculation Period for that
Calculation Period’s Software Royalty. In the event that a calculation period ends on a day in
which revenues are not processed by the software (i.e. holiday), the Licensor is entitled to a
pro-rata share.
Gross Revenues for the Calculation Period are defined as:
ALL Gross Receipts from Credit Cards receipts, Bank Wires, and all other third party payment
providers (e.g. NETeller, 1-Pay) before any and all processor (transaction) fees and reserve
withholdings.
Excluded from the Gross Receipts definition are ALL payments. For example, ALL payments to End
Users (Withdrawals, Distributions and Refunds), End User, Chargebacks (including fees and
penalties), and ALL operational expenditures (third party licensee commissions, Marketing
Expenditures, data center, bandwidth, legal & accounting, etc.).
Marketing Events — If requested, IML will provide on-site Marketing personnel in conjunction with
direct end user marketing programs and events (e.g. Poker Tours, Poker Events, Investigating and
Negotiating Marketing Contracts). IML will xxxx Licensee for all direct travel expenditures in
relation to such programs and events.
IN WITNESS WHEREOF, the parties’ authorized representatives have executed this Agreement as of the
Effective Date.
Internet Media Licensing Limited | Ultra Internet Media S.A.: | |||||||||
By:
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/s/ Xxxxxxx Xxxxx
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By: | /s/ Xxxxxxx Xxx
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Title: Director | Title: Director |
Internet Media Licensing Limited. Standard XXXX | Page 2 of 2 | |
5th Amendment | Contract No. XXXX-010404 |