ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

SOUTHPEAK INTERACTIVE CORPORATION

and

MIDWAY HOME ENTERTAINMENT INC.,
MIDWAY STUDIOS-LOS ANGELES INC.
and
MIDWAY GAMES INC.

Dated as of September 18, 2009

Table of Contents

Table of Contents
(continued)

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of this 18th day of September, 2009, by and among SOUTHPEAK INTERACTIVE CORPORATION, a Delaware corporation (“ Purchaser ”), MIDWAY HOME ENTERTAINMENT INC., a Delaware corporation (the “ Studio ”), MIDWAY STUDIOS-LOS ANGELES INC., a California corporation (“ Midway L.A. ”), and MIDWAY GAMES INC., a Delaware corporation (“ Parent ,” and together with the studio and Midway L.A., each a “ Seller ” and together “ Sellers ”).

RECITALS :

     WHEREAS, the Studio is a wholly owned subsidiary of Parent that was engaged, among other things, in the business of designing and developing the TNA iMPACT! wrestling video games at a studio located at 10636 Scripps Summit Court, San Diego, California, USA 92131 pursuant to rights granted under the TNA License (as defined below);

     WHEREAS, on February 11, 2009, Parent and its U.S. subsidiaries, including the Studio, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (as hereinafter defined) with the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”), and such Chapter 11 cases (the “ Bankruptcy Proceedings ”) are being jointly administered for procedural purposes under Case No. 09-10465-KG;

     WHEREAS, Purchaser desires to purchase from Sellers, and Sellers desire to sell to Purchaser, certain assets created under the TNA License (but excluding the Excluded Assets (as defined below)) at the price and on and subject to the other terms and conditions specified in this Agreement and pursuant to Section 363 and 365 of the Bankruptcy Code, in accordance with the Sale Order; and

     WHEREAS, the parties hereto intend this Agreement to set forth the terms and conditions governing the sale, purchase, assignment and assumption of the Purchased Assets by Sellers to Purchaser;

     NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound legally, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS; INTERPRETATION AND RULES OF CONSTRUCTION

     1.1 Definitions . The following terms shall have the meaning specified below.

     (a) “ Adverse Claim ” means there is no demand, claim, charge, complaint, action, suit, proceeding, hearing, inquiry or investigation by any Person or Governmental Authority currently pending or overtly threatened against any Seller which (i) questions the validity of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby

or (ii) challenges the legality, validity, enforceability, ownership or performance of any Assumed Contract or other Purchased Asset.

     (b) “ Agreement ” has the meaning ascribed in the Preamble.

     (c) “ Ancillary Agreements ” means each other agreement, document or instrument contemplated hereby, including but not limited to the Bill of Sale and the Assignment and Assumption Agreement.

     (d) “ Assignment and Assumption Agreement ” has the meaning ascribed in Section 6.5.

     (e) “ Assumed Contracts ” means collectively, the Assumed Development Agreements and the other Contracts listed on Schedule 2.1 except to the extent such Contract is excluded pursuant to Section 9.3.

     (f) “ Assumed Development Agreements ” has the meaning set forth in Section 2.1.

     (g) “ Assumed Liabilities ” has the meaning ascribed to it in ARTICLE 3.

     (h) “ Assumption Order ” means the order of the Bankruptcy Court approving the assumption by the applicable Seller and the assignment to Purchaser of the Assumed Contracts.

     (i) “ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. § 101 et seq., as may be amended from time to time.

     (j) “ Bankruptcy Court ” shall have the meaning ascribed in the Recitals.

     (k) “ Bankruptcy Proceedings ” shall have the meaning ascribed in the Recitals.

     (l) “ Bill of Sale ” shall have the meaning ascribed in Section 6.2(a).

     (m) “ Business ” shall mean the design and development of the First Game and the Second Game.

     (n) “ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banking institutions in Richmond, Virginia are authorized or required by applicable law to close.

     (o) “ Closing ” shall have the meaning ascribed in Section 6.1.

     (p) “ Closing Date ” shall have the meaning ascribed in Section 6.1.

     (q) “ Committee ” means the Official Committee of Unsecured Creditors duly appointed in the Bankruptcy Proceedings and such committee’s advisors.

     (r) “ Consent ” means any consent, approval, authorization, waiver or notification of, by or to the Bankruptcy Court, a Governmental Authority or any other Person.

     (s) “ Contracts ” means contracts, licenses, agreements, commitments, promises, orders and other obligations and understandings, oral and written, express and implied, to which any Seller is a party.

     (t) “ Cure Amount Escrow Agreement ” means an escrow agreement in substantially the same form as the Escrow Agreement.

     (u) “ Cure Amounts ” means any and all fees, costs, charges, amounts and other obligations (including, without limitation, advances, initial fees, up-front fees, or similar and additional fees) required to be paid or otherwise performed under any Assumed Contract in order to cure in full any and all breaches and defaults thereunder by any Seller existing immediately prior to the Closing, all as determined by the Bankruptcy Court.

     (v) “ Deposit ” has the meaning set forth in ARTICLE 5.

     (w) “ Encumbrances ” means any liens, claims, interests, and other encumbrances within the meaning of section 363(f) of the Bankruptcy Code.

     (x) “ Escrow Agent ” means Blank Rome LLP.

     (y) “ Escrow Agreement ” means the escrow agreement effective as of August 19, 2009 executed by the parties and the Escrow Agent.

     (z) “ Excluded Assets ” has the meaning ascribed in Section 2.2.

     (aa) “ First Game ” means the first The TNA iMPACT! wrestling game.

     (bb) “ Governmental Authority ” means any government or political subdivision or regulatory authority, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, state, local or foreign court or arbitrator, including, without limitation, the Bankruptcy Court.

     (cc) “ Knowledge of Sellers ” means the actual, current knowledge of Matthew Booty, Miguel Iribarren, Ryan O’Desky and Steve Martin.

     (dd) “ Law ” means any law, statute, code, ordinance, rule regulation, ruling, interpretation or other requirement of any Governmental Authority.

     (ee) “ Midway L.A.” has the meaning ascribed in the Preamble.

     (ff) “ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority, including, without limitation, the Bankruptcy Court.

     (gg) “ Parent ” has the meaning ascribed in the Preamble.

     (hh) “ Person ” means an individual, sole proprietorship, partnership, corporation, limited liability company, association, trust, unincorporated organization, joint venture, Governmental Authority or other legal entity.

     (ii) “ POV Agreement ” means the Master Design and Development Agreement effective as of September 1, 1999 by and between the Studio and Point of View, Inc.

     (jj) “ Purchase Price ” has the meaning ascribed in ARTICLE 5.

     (kk) “ Purchased Assets ” has the meaning ascribed in Section 2.1.

     (ll) “ Purchaser ” has the meaning ascribed in the Preamble.

     (mm) “ Sale Order ” means an Order entered by the Bankruptcy Court authorizing and approving the transactions contemplated by this Agreement in form and substance reasonably satisfactory to Purchaser, and substantially in the form of Exhibit A attached hereto.

     (nn) “ Second Game ” means the two versions of The TNA iMPACT! wrestling game currently under development pursuant to the Assumed Development Agreements.

     (oo) “ Sellers ” has the meaning ascribed in the Preamble and shall, include Parent, the Studio or Midway L.A., as applicable, as debtor and debtor-in-possession, so as to provide to Purchaser the fullest protection under this Agreement and the transactions contemplated hereby as the Law allows.

     (pp) “ Studio ” has the meaning ascribed in the Preamble.

     (qq) “ Taxes ” means any taxes, charges, fees or other assessments imposed by any Governmental Authority, including all Federal, state, local, foreign and other income, gross receipts, franchise, capital stock, withholding, payroll, social security, unemployment, disability, real property, personal property, sales, use, ad valorem, excise, transfer, profits, license, customs, estimated, severance, stamp, occupation, value added and corporation and any other taxes, including any interest, penalties or additions on or to the foregoing.

     (rr) “ TNA ” means TNA Entertainment, LLC.

     (ss) “ TNA License ” means the License Agreement effective as of September 16, 2005 between TNA and the Studio, as amended.

     1.2 Interpretation and Rules of Construction . In this Agreement, except to the extent that the context otherwise requires:

     (a) References to an “Article,” “Section,” “Exhibit” or “Schedule” in this Agreement refer to an Article or Section of or an Exhibit or Schedule to, this Agreement unless otherwise stated. The Exhibits and Schedules attached hereto or referred to herein are incorporated herein and made a part hereof for all purposes. As used herein, the term “this Agreement” includes such Exhibits and Schedules;

     (b) The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit or amplify the provisions hereof;

     (c) Whenever the words “include,” “includes” or “including” are used in this Agreement,

     (d) They are deemed to be followed, whether or not expressly so stated, by the words “without limitation”;

     (e) As used in this Agreement, the words “herein,” “hereby,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other portion of this Agreement;

     (f) All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined in such certificate or other document;

     (g) Whenever the singular number is used in this Agreement, the same will include the plural where appropriate, and vice versa;

     (h) Any Law defined or referred to herein or in any agreement, instrument or other document that is referred to herein means such Law as from time to time amended, otherwise modified or supplemented, including by succession of comparable successor laws, statutes, rules or regulations;

     (i) References to a Person are also to such Person’s permitted successors and assigns; and the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE 2. PURCHASE AND SALE OF ASSETS

     2.1 Assets to be Purchased . On and subject to all the terms and conditions of this Agreement (including without limitation, Section 2.2) and the Sale Order and in reliance upon the representations and warranties of the parties herein set forth, each Seller shall, subject to the Sale Order and the Assumption Order, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from each Seller, pursuant to Sections 363 and 365 of the Bankruptcy Code, all of such Seller’s right, title and interest in, to, and under the Purchased Assets, free and clear of any and all Encumbrances as set forth in the Sale Order and/or the Assumption Order, as applicable. For purposes of this Agreement, the term “ Purchased Assets ” shall mean:

     (a) All completed versions of the First Game including the right to control the gold masters for such versions and the right to publish, manufacture, sell and distribute the completed versions of the First Game on various platforms including the Nintendo Wii, PlayStation 2, PlayStation 3 and Microsoft Xbox 360;

     (b) The following Contracts for the development of the Second Game on hand held platforms (the “ Assumed Development Agreements ”), including Sellers right to recoup all advances or monies paid by Sellers pursuant to the Assumed Development Agreements:

     (c) The two hand held versions of the Second Game under development pursuant to the Assumed Development Agreements including (i) the right to use in such hand held games data, data files and other materials supplied by Sellers to Point of View, Inc. or DoubleTap LLP for use in such hand held versions of the Second Game and (i) the right to use in such hand held games data, data files and other materials derived by Point of View, Inc. or DoubleTap LLP from data, data files and other materials supplied by Sellers to Point of View, Inc. or DoubleTap LLP, in each instance to the extent that such data, data files and other materials have been previously incorporated into such hand held games;

     (d) All submission files for packaging and manuals for the versions of the First Game on the Nintendo Wii, Play Station 2, Playstation 3 and Microsoft Xbox 360 platforms;

     (e) The domain name www.TNAGame.com;

     (f) All data, data files and other materials that were independently created or developed by Point of View, Inc. under Schedule 27 (PlayStation 2 version) and Schedule 28 (Wii version) to the POV Agreement which have been incorporated by Point of View, Inc. in the First Game or the Second Game and which are currently in the possession of Point of View, Inc.; and

     (g) The other Contracts and assets listed on Schedule 2.1 .

The Purchased Assets include rights licensed to Sellers by TNA. Therefore, notwithstanding the foregoing, Purchaser may not use the Purchased Assets or sell or distribute the Purchased Assets without first obtaining any necessary license or other permission from TNA.

     2.2 Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall be limited to the assets identified or described in Section 2.1 if and to the extent of Sellers’ rights therein and shall in any event exclude (the “ Excluded Assets ”):

     (a) the name “Midway” and all variations thereof;

     (b) the underlying assets and elements of the First Game including the art files, music files and source code;

     (c) Schedule 29 to the POV Agreement;

     (d) the TNA License and Sellers’ rights thereunder; and

     (e) all motion capture data made or created by Sellers, including motion capture data created under the TNA License, but excluding any data included in the Purchased Assets pursuant to Section 2.1(c).

ARTICLE 3. ASSUMED LIABILITIES

     On the terms and subject to the conditions set forth in this Agreement and the Sale Order and the Assumption Order, as applicable, at the Closing, Purchaser shall assume and shall timely perform and discharge in accordance with their respective terms, (i) all of Sellers’ liabilities and obligations under the Assumed Contracts, and (ii) pay the Cure Amounts, if any, pursuant to the terms of ARTICLE 5. (collectively, the “ Assumed Liabilities ”). Anything in this Agreement to the contrary notwithstanding, at the Closing Purchaser shall deposit with the Escrow Agent under the terms of the Cure Amount Escrow Agreement Eighty-Seven Thousand Dollars ($87,000). If for any reason the Assumption Order does not approve the assumption and assignment of the Assumed Development Agreements or Purchaser wrongfully fails to pay and assume the Cure Amounts, the Studio shall be entitled to the immediate disbursement of such $87,000 for the purpose of first paying such Cure Amounts and then paying any other Assumed Liabilities under the Assumed Development Agreements.

ARTICLE 4. EXCLUDED LIABILITIES

     Except for the Assumed Liabilities, Purchaser is not assuming and shall not assume, and Purchaser shall not in any way be responsible for, any liabilities or obligations of any Seller or any other liabilities or obligations whatsoever (whether known or unknown to any Seller) associated with the Purchased Assets or with any other properties, rights, Contracts or other assets, without limitation, any and all other liabilities or obligations, whether presently in existence of arising hereafter, known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or un liquidated or otherwise.

ARTICLE 5. PURCHASE PRICE

     The aggregate consideration due from Purchaser hereunder (the “ Purchase Price ”) shall consist of (a) cash in an amount equal to One Hundred Thousand Dollars ($100,000), and (b) the aggregate of the Cure Amounts and the other Assumed Liabilities. Purchaser has heretofore delivered a Bank Check in the amount of $100,000 payable to Blank Rome LLP, Attorney Escrow Account (the “ Deposit ”) to the Escrow Agent to be held pursuant to the terms of the Escrow Agreement. At the Closing, the parties shall instruct the Escrow Agent to deliver the Deposit to the Studio in payment of the cash portion of the Purchase Price. If the conditions to Purchaser’s obligation to Close have been fulfilled and Purchaser fails to close within two Business Days after entry of the Sale Order or such later date as the conditions to Purchaser’s obligation to Close have been fulfilled, then the full amount of the Deposit shall be forfeited by Purchaser and Sellers are authorized to deliver the Deposit to the Studio as liquidated damages upon receipt of a written statement from Sellers to that effect. If TNA objects to the transactions contemplated by this Agreement and as a result thereof the Sale Order is not entered, then Purchaser shall forfeit the Deposit.

ARTICLE 6. CLOSING AND DELIVERIES

     6.1 Closing . Subject to the satisfaction or waiver (subject to applicable Law) of the conditions set forth in ARTICLE 10, the closing of the transactions contemplated hereby (the “ Closing ”) shall take place on a date and time agreed by the parties hereto but in any event on or

before the second Business Day after the entry of the Sale Order or on such other date as may be mutually agreed upon by the parties. The Closing shall be held at the offices of Williams Mullen, 1021 E. Cary Street, Richmond, Virginia 23219, or at such other location or in such other manner, including closing by facsimile or email with originals to follow, as agreed to by the parties hereto. The date on which the Closing occurs is herein referred to as the “ Closing Date .”

     6.2 Deliveries by Seller . At the Closing, Sellers shall deliver to Purchaser the following items:

     (a) A bill of sale substantially in the form attached hereto as Exhibit B (the “ Bill of Sale ”), duly executed by each Seller;

     (b) The Cure Amount Escrow Agreement; duly executed by each Seller;

     (c) All such other agreements, instruments and documents in recordable form, duly executed by Sellers, as are deemed by Purchaser to be necessary or appropriate to effect the transfer to Purchaser of the Purchased Assets to be delivered at Closing, each in form and substance reasonably satisfactory to Purchaser’s and Sellers’ counsel;

     (d) The compliance certificate described in Section 10.2(a), duly executed by authorized representatives of Sellers; and

     (e) The marketing and packaging materials included in the Purchased Assets by making them available at the Studio’s premises for pick up or shipment at Purchaser’s expense.

     6.3 Deliveries by Purchaser . At the Closing, Purchaser shall deliver to the Sellers (or such other Person as is designated by Parent or designated below) the following items:

     (a) The Purchase Price, by written instruction to Blank Rome LLP to pay the Deposit to the Studio by wire transfer of immediately available funds to the bank account designated by Parent not less than one Business Day prior to the Closing;

     (b) The Bill of Sale; duly executed by Purchaser;

     (c) The Cure Amount Escrow Agreement; duly executed by Purchaser;

     (d) $87,000 by wire transfer to the Escrow Agent to be held in escrow pursuant to ARTICLE 3. and the Cure Amount Escrow Agreement; and

     (e) The compliance certificate described in Section 10.3(a), duly executed by an officer of Purchaser.

     6.4 Sales, Use and Other Taxes . Any sales, purchase, transfer, stamp, documentary stamp, use, excise, value added, personal property, export, import, stamp, and withholding or similar Taxes under the laws of the states in which any portion of the Purchased Assets are located, any subdivision of any such state or any other jurisdiction, that may be payable by reason of the sale of the Purchased Assets under this Agreement or otherwise assessed or

imposed in connection with the transactions contemplated hereby shall be borne and timely paid by Purchaser.

     6.5 Assignment and Assumption Agreement . Within two Business Days following the entry of the Assumption Order and provided there is no Order to the contrary, Purchaser and Sellers shall each execute and exchange an assignment and assumption agreement substantially in the form of Exhibit C (the “ Assignment and Assumption Agreement ”) and Purchaser shall pay the Cure Amounts at such time or as otherwise directed in the Assumption Order. Purchaser shall be permitted to use the $87,000 held in escrow under the Cure Amount Escrow Agreement first to pay any Cure Amounts in full and thereafter to pay Assumed Liabilities under the Assumed Development Agreements when due. The parties shall execute directions to the Escrow Agent to permit the appropriate payments. For the avoidance of doubt, Purchaser shall not be obligated to pay any Assumed Liability before such amount is due under the applicable Assumed Contract.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF SELLERS

     Sellers hereby jointly and severally represent and warrant to Purchaser as follows:

     7.1 Organization and Good Standing . Each Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

     7.2 Authorization of Agreement . Subject to the applicable provisions of the Bankruptcy Code, the entry of the Sale Order, and the approval of this Agreement by the Bankruptcy Court:

     (a) Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Seller is a party and to consummate the transactions contemplated hereby and thereby; and

     (b) This Agreement has been, and each Ancillary Agreement to which any Seller is a party as of the Closing will have been, duly and validly executed and delivered by each Seller and (assuming the due authorization, execution and delivery by the other parties hereto) upon entry of the Sale Order this Agreement constitutes and each Ancillary Agreement to which Sellers are a party will constitute legal, valid and binding obligations of each Seller enforceable against such Seller in accordance with such agreement’s respective terms, subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

     7.3 Conflicts . To the Knowledge of Sellers, the execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which Sellers are a party, and compliance by Sellers with the provisions hereof and thereof; do not and will not conflict with, or result in any violation of or default or breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws of any Seller; or (ii) subject to entry of the Sale Order, any applicable Order or Law of any Governmental Authority applicable to such Seller or by which any Seller or any of the Purchased Assets is subject or bound, other than, in the case of clause (ii), such

conflicts, violations, defaults, breaches, terminations or cancellations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchased Assets, or on any Seller’s ability to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby.

     7.4 Consents . To the Knowledge of Sellers, other than entry of the Sale Order and the Assumption Order by the Bankruptcy Court, no Consent of any Governmental Authority is required in connection with the execution and delivery by Sellers of this Agreement and the Ancillary Agreements to which Sellers are a party, the performance of Sellers’ obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby or thereby by Sellers.

     7.5 Assumed Contracts . Sellers have made available to Purchaser true, correct and complete copies of each written Assumed Contract.

     7.6 No Other Representations or Warranties . Except for the representations and warranties contained in this Agreement, no Seller nor any other Person makes any other express or implied representation or warranty (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or non-infringement) with respect to Sellers, the Purchased Assets; the Assumed Liabilities or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by any Seller, any affiliate of any Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained herein, each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or non-infringement) and (ii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of any Seller or any of its affiliates). Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the business or assets being acquired by Purchaser. Seller has specifically advised Purchaser that the Purchased Assets do not constitute all rights and assets required to publish the First Game and that those rights will need to be acquired from third parties. The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material. The Purchased Assets are being transferred to Purchaser on a “where is” and, as to condition, “ as is” basis, except as otherwise expressly set forth herein.

ARTICLE 8. REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Sellers as follows:

     8.1 Organization and Good Standing . Purchaser is an entity duly formed, validly existing and in good standing under the laws of Delaware.

     8.2 Authorization of Agreement . Purchaser has the requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Purchaser is a party and to perform Purchaser’s obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Ancillary Agreement to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party has been duly and validly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto, the entry of the Sale Order and receipt of such other authorization as is required by the Bankruptcy Court) this Agreement and each other Ancillary Agreement to which Purchaser is a party constitutes legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with such agreements’ respective terms, subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

     8.3 Conflicts . To the knowledge of Purchaser, the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party, and compliance by Purchaser with the provisions hereof and thereof, do not and will not conflict with, or result in any violation of or default or breach (with or without notice or lapse of time or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation or by-laws of the Purchaser; (ii) subject to entry of the Sale Order, any applicable Order or Law of any Governmental Authority applicable to Purchaser or by which Purchaser or any of its properties or assets are subject or bound, other than, in the case of clause (ii), such conflicts, violations, defaults, breaches, terminations or cancellations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchased Assets or on Purchaser’s ability to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby.

     8.4 Consents . To the knowledge of Purchaser, other than entry of the Sale Order by the Bankruptcy Court, no Consent of any Governmental Authority is required in connection with the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party, the performance of Purchaser’s obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby or thereby by Purchaser.

     8.5 Sufficient Funds . Purchaser has sufficient funds available to consummate this transaction.

     8.6 Entire Transaction . Purchaser acknowledges that the entry into this Agreement by Purchaser and Sellers constitutes the definitive documentation contemplated by the parties hereto as described to the Bankruptcy Court at the hearing held in the Bankruptcy Proceedings on August 19, 2009 and that Purchaser is satisfied with the Purchased Assets described herein. Purchaser has determined not to purchase any motion capture data from Sellers and hereby acknowledges that it shall not have nor claim to have any right to any motion capture data as against Sellers or THQ Inc. by reason of anything stated at the August 19, 2009 hearing or otherwise.

     8.7 Purchaser’s Inspection . Purchaser has inspected the Purchased Assets, acknowledges the quantity and condition of the Purchased Assets, and acknowledges that no further inspection or due diligence is a condition to complete the transactions contemplated hereby, Purchaser acknowledges that it is purchasing the Assets on an “as is, where is” basis, with no representations or warranties of any kind except as specifically set forth in ARTICLE 7. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in ARTICLE 7 hereof, Purchaser further represents that neither Sellers nor any of their affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellers, the Seller