AMENDMENT TO ASSET PURCHASE
AGREEMENT
THIS AGREEMENT is
entered into this 7 th day of November, 2007,
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BETWEEN:
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WOWWEE LIMITED , a
corporation incorporated under the laws of Hong Kong, the
registered office of which is at Unit 301 A-C, Energy Plaza,
92 Granville Road, Tsimshatsui East, Kowloon, Hong
Kong,
( “WW
Limited
”)
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AND:
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WOW WEE GROUP COMPANY ,
a company governed by the laws of Nova Scotia,
(“ WW
Group
”)
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AND:
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WOWWEE MARKETING, INC. , a corporation governed by the laws of California,
(“ WW
Marketing
” and, collectively with
WW Limited and WW Group, the
“ Vendor ”)
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AND:
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OPTIMAL GROUP INC. , a
corporation governed by the laws of Canada,
(the “ Purchaser ”)
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AND:
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POWER ASSETS PACIFIC LTD. , a corporation governed by the laws of the British Virgin
Islands ,
(“ PAP
”)
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AND:
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RICHARD YANOFSKY , an
individual residing at 31 Glenmore Road, Hampstead,
Québec, Canada, H3X 3N2,
(“ Richard
Yanofsky ”)
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AND:
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PETER YANOFSKY , an
individual residing at 1467 La Jolla Ranch Road,
La Jolla, California, U.S.A. 92037,
(“ Peter
Yanofsky ”)
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-2-
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AND:
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DAVID GOLDHAR , an
individual residing at 55 Thornbank Road, Thornhill, Ontario,
Canada, L4J 2A1
(“ Goldhar
”)
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AND:
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ERIC LAU TUNG CHING ,
an individual residing at Flat C, 12 th Floor,
No. 8 Stubbs Road, Shiu Fai Terrace, Hong Kong,
(“ Lau
” and, collectively with PAP, Richard
Yanofsky,
Peter Yanofsky and Goldhar, the “
Guarantors ”)
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WHEREAS under the terms
of an asset purchase agreement (the " Asset Purchase
Agreement ") between the Purchaser, the
Vendor and the Guarantors dated as of September 26, 2007, the
Vendor agreed to sell and the Purchaser agreed to purchase all of
the Purchased Assets in consideration for the Purchase Price, under
the terms and conditions therein set forth;
WHEREAS the parties had
agreed at Section 3.2(a) of the Asset Purchase Agreement that HKSub
would satisfy a portion of the Purchase Price payable for the WW
Limited Assets at the Closing Date through: (i) the assumption
of the WW Limited Liabilities, which were to include, without
limitation, the Banking Facilities of WW Limited (the "
WW Limited Bank Debt ")
and the liabilities of WW Limited under issued and unsettled
cheques of WW Limited (the " WW Limited
Cheque Indebtedness "); and (ii) the
payment to WW Limited of $49,930,000 in cash (the "
WW Cash Payment ");
WHEREAS under the terms
of the Asset Purchase Agreement, the WW Limited Assets to be
purchased by HKSub were to include the Cash Balance of WW Limited
(the " WW Limited Cash Balance
");
WHEREAS , to simplify
the payment of the Purchase Price payable to WW Limited, Optimal
and the Vendor agree that the WW Cash Payment payable on Closing
shall be reduced by US$8,429,764 (the " Net Cash Amount "), being the
difference between (A) the WW Limited Cash Balance of US$20,260,932
and (B) the sum of the WW Limited Bank Debt of US$11,579,772 and
the WW Limited Cheque Indebtedness of US$251,396, resulting in a
cash payment to WW Limited on Closing of US$41,500,236 (the
" WW Closing Cash Payment
");
WHEREAS to simplify the
payment of the Purchase Price payable to WW Group on Closing, WW
Group shall retain the liability for the issued and unsettled
cheques of WW Group together with cash of an equal
amount;
WHEREAS to simplify
the payment of the Purchase Price payable to WW
Marketing
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