Common use of ADDITIONAL REGULAR SEASON PROGRAMS Clause in Contracts

ADDITIONAL REGULAR SEASON PROGRAMS. A. Provided that TRV is not in material breach of this Agreement, TRV shall have five (5) consecutive, dependent, exclusive options (each, an "Option"), exercisable in TRV's discretion, to require Producer to produce and deliver to TRV, additional seasons of the Program (each, a "Season") of thirteen (13) Episodes per Season (each, an "Additional Series Order", subject to Paragraph 7 below. TRV's Option for each Season expires on the date sixty (60) days prior to the date (the "Option Exercise Deadline") of commencement of production on the first poker tournament of the immediately following Season (the "Season Commencement Date") provided that Producer has informed TRV in writing of the Season Commencement Date at least one hundred and eighty days (180) prior to the Season Commencement Date. If Producer does not inform TRV of the Season Commencement Date at least one hundred and eighty days (180) prior to the Season Commencement Date, TRV shall have an extension on its Option Exercise Deadline equal to the number of days that notification of the Season Commencement Date is delayed (e.g., If the Season Commencement Date notification is ten (10) days late, the Option Exercise Deadline shall be moved to a date which is fifty (50) days prior to the Season Commencement Date). TRV may exercise the Option by notifying Producer in writing of its intention to exercise the Option on or before the Option Exercise Deadline. If TRV elects not to exercise the Option, or if TRV fails to exercise the Option by notifying the Producer in writing prior to or on the Option Exercise Deadline, then Producer shall have no further obligations to TRV with respect to subsequent Seasons, unless otherwise set forth herein, and TRV shall have no further rights with respect to subsequent Seasons, unless otherwise set forth herein. If an Option is exercised by TRV, all of the terms and conditions of this Agreement shall be equally applicable to each and all of the Episodes constituting the Additional Series Order and shall govern the respective rights, duties and obligations of the parties hereto with respect to each and all Additional Series Orders, except only as follows: (i) The applicable Treatment, Production Schedule, Program Materials and Payment Schedule for the Additional Series Orders shall be subject to TRV's approval with respect to each Additional Series Order; provided however in the event TRV requires changes in the Program Materials set forth in Exhibit D in such a manner as to cause Producer to incur additional cost, TRV shall agree to an increase in the License Fee to accommodate such additional cost, with such increase subject to TRV's approval (not to be unreasonably withheld). The applicable Payment Schedule for the Additional Series Orders shall be subordinate to the Payment Template (i.e. in the event of an inconsistency between the Payment Schedule and the Payment Template, the Payment Template shall control). Producer shall prepare and deliver the Production Schedule to TRV, which such Production Schedule shall be approved by TRV within ten (10) business days after receipt from Producer. Within one (1) week after the Production Schedule for each Additional Series Order is approved by TRV, TRV shall prepare and deliver to Producer a Payment Schedule (made in accordance with the terms of the Production Schedule and the Payment Template) for the applicable Additional Series Order, and Producer shall have approval rights over such Payment Schedule (not to be unreasonably withheld; provided that, if for any reason the Payment Schedule is not prepared and/or approved prior to the accrual of Payment A in accordance with the Payment Template, TRV shall pay the Payment A amount to Producer in accordance with the Payment Template. (ii) The applicable License Fee for the Additional Series Orders with respect to each Season shall increase by ** percent (**%) (on a per episode basis, including Additional Series Episodes) over the amount of the License Fee in the immediately preceding Season for such Episodes, or Additional Series Episodes, as applicable. Producer acknowledges and agrees that Producer will maintain first-class production values in keeping with current cable television industry standards at the time of production taking into account the TRV-approved budget. B. In the event that Producer continues to organize the World Poker Tour events but gives TRV notice in writing within one hundred eighty (180) days subsequent to TRV's exercise of the Option for an Additional Series Order, that Producer does not intend to produce any Programs or Specials (which such election by Producer shall not be a breach of this Agreement) in connection with such Season, TRV, at its election, shall have the right to contract with another production entity to produce the Programs respecting that Season and Specials relating thereto (each, a "TRV Produced Program", collectively, the "TRV Produced Programs"). Producer shall grant to TRV a license to use the World Poker Tour name and marks in a manner consistent with the rights granted to TRV in this Agreement for the exploitation of the TRV Produced Programs, along with all other intellectual property rights necessary to comply with the terms of this Agreement and to produce programs consistent with the quality, theme and content of the Programs, subject to TRV editorial control. In such a case, TRV shall own all Television and Non-Theatrical Rights in these TRV Produced Programs throughout the world, in perpetuity. Producer shall be entitled to a license fee of USD$** for each calendar year in which TRV exploits, or permits a third party to exploit, the Television rights in and to a TRV Produced Program, payable to Producer within thirty (30) days of the initial broadcast of each such TRV Produced Program in each such calendar year. All other rights shall be negotiated in good faith between the parties provided that TRV shall have a right of first negotiation and last refusal for such rights (as defined in Paragraph 7 below).

ADDITIONAL REGULAR SEASON PROGRAMS. A. Provided that TRV is not in material breach of this Agreement, TRV shall have five (5) consecutive, dependent, exclusive options (each, an "Option"), exercisable in TRV's discretion, to require Producer to produce and deliver to TRV, additional seasons of the Program (each, a "Season") of thirteen (13) Episodes per Season (each, an "Additional Series Order", subject to Paragraph 7 below. TRV's Option for each Season expires on the date sixty (60) days prior to the date (the "Option Exercise Deadline") of commencement of production on the first poker tournament of the immediately following Season (the "Season Commencement Date") provided that Producer has informed TRV in writing of the Season Commencement Date at least one hundred and eighty days (180) prior to the Season Commencement Date. If Producer does not inform TRV of the Season Commencement Date at least one hundred and eighty days (180) prior to the Season Commencement Date, TRV shall have an extension on its Option Exercise Deadline equal to the number of days that notification of the Season Commencement Date is delayed (e.g., If the Season Commencement Date notification is ten (10) days late, the Option Exercise Deadline shall be moved to a date which is fifty (50) days prior to the Season Commencement Date). TRV may exercise the Option by notifying Producer in writing of its intention to exercise the Option on or before the Option Exercise Deadline. If TRV elects not to exercise the Option, or if TRV fails to exercise the Option by notifying the Producer in writing prior to or on the Option Exercise Deadline, then Producer shall have no further obligations to TRV with respect to subsequent Seasons, unless otherwise set forth herein, and TRV shall have no further rights with respect to subsequent Seasons, unless otherwise set forth herein. If an Option is exercised by TRV, all of the terms and conditions of this Agreement shall be equally applicable to each and all of the Episodes constituting the Additional Series Order and shall govern the respective rights, duties and obligations of the parties hereto with respect to each and all Additional Series Orders, except only as follows: (i) The applicable Treatment, Production Schedule, Program Materials and Payment Schedule for the Additional Series Orders shall be subject to TRV's approval with respect to each Additional Series Order; provided however in the event TRV requires changes in the Program Materials set forth in Exhibit D in such a manner as to cause Producer to incur additional cost, TRV shall agree to an increase in the License Fee to accommodate such additional cost, with such increase subject to TRV's approval (not to be unreasonably withheld). The applicable Payment Schedule for the Additional Series Orders shall be subordinate to the Payment Template (i.e. in the event of an inconsistency between the Payment Schedule and the Payment Template, the Payment Template shall control). Producer shall prepare and deliver the Production Schedule to TRV, which such Production Schedule shall be approved by TRV within ten (10) business days after receipt from Producer. Within one (1) week after the Production Schedule for each Additional Series Order is approved by TRV, TRV shall prepare and deliver to Producer a Payment Schedule (made in accordance with the terms of the Production Schedule and the Payment Template) for the applicable Additional Series Order, and Producer shall have approval rights over such Payment Schedule (not to be unreasonably withheld; provided that, if for any reason the Payment Schedule is not prepared and/or approved prior to the accrual of Payment A in accordance with the Payment Template, TRV shall pay the Payment A amount to Producer in accordance with the Payment Template. (ii) The applicable License Fee for the Additional Series Orders with respect to each Season shall increase by ** five percent (**5%) (on a per episode basis, including Additional Series Episodes) over the amount of the License Fee in the immediately preceding Season for such Episodes, or Additional Series Episodes, as applicable. Producer acknowledges and agrees that Producer will maintain first-class production values in keeping with current cable television industry standards at the time of production taking into account the TRV-approved budget. B. In the event that Producer continues to organize the World Poker Tour events but gives TRV notice in writing within one hundred eighty (180) days subsequent to TRV's exercise of the Option for an Additional Series Order, that Producer does not intend to produce any Programs or Specials (which such election by Producer shall not be a breach of this Agreement) in connection with such Season, TRV, at its election, shall have the right to contract with another production entity to produce the Programs respecting that Season and Specials relating thereto (each, a "TRV Produced Program", collectively, the "TRV Produced Programs"). Producer shall grant to TRV a license to use the World Poker Tour name and marks in a manner consistent with the rights granted to TRV in this Agreement for the exploitation of the TRV Produced Programs, along with all other intellectual property rights necessary to comply with the terms of this Agreement and to produce programs consistent with the quality, theme and content of the Programs, subject to TRV editorial control. In such a case, TRV shall own all Television and Non-Theatrical Rights in these TRV Produced Programs throughout the world, in perpetuity. Producer shall be entitled to a license fee of USD$** for each calendar year in which TRV exploits, or permits a third party to exploit, the Television rights in and to a TRV Produced Program, payable to Producer within thirty (30) days of the initial broadcast of each such TRV Produced Program in each such calendar year. All other rights shall be negotiated in good faith between the parties provided that TRV shall have a right of first negotiation and last refusal for such rights (as defined in Paragraph 7 below).