MIDWAY GAMES INC (Form: 8-K, Received: 08/07/2009 14:17:40)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 3, 2009

MIDWAY GAMES INC.

(Exact Name of Registrant as Specified in Charter)


Delaware (State or Other Jurisdiction of Incorporation)		1-12367 (Commission File Number)		22-2906244 (I.R.S. Employer Identification Number)

2704 West Roscoe Street, Chicago, Illinois 60618
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: ( 773) 961-2222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

THQ Asset Purchase Agreement

On August 3, 2009, Midway Games Inc. (the “Registrant”) and two of its United States subsidiaries, Midway Home Entertainment Inc. (“MHE”) and Midway Studios Los-Angeles Inc. (“MSLA,” together with the Registrant and MHE, the “Sellers”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with THQ Inc. (“THQ”).

Under the terms of the Asset Purchase Agreement, THQ will purchase substantially all of the assets used in connection with and arising out of the operation of the video game design and development studio operating out of the Registrant’s San Diego, California facility (the “CA Facility”), with certain exclusions, including, but not limited to, the TNA iMPACT! video game (the “Excluded Game”) and certain third party licenses related to the Excluded Game. The purchase price for the assets is Two Hundred Thousand Dollars ($200,000) plus the aggregate of any cure amounts and other assumed liabilities under assumed contracts and accrued unpaid time off for employees hired by THQ. THQ extended offers of at-will employment to at least forty employees at the CA Facility as of August 4, 2009 on terms and conditions at least as favorable as their current terms of employment and, pursuant to the terms of the Asset Purchase Agreement, shall have reasonable access to the Registrant’s employees to conduct additional interviews and, in its discretion, offer additional employment. As previously reported, on July 1, 2009, the Registrant complied with the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) and provided a 60-day notification to the employees of the CA Facility, including employees of MSLA, of its intention to close the CA Facility. Due to THQ’s offer of at-will employment to certain employees, the Registrant expects a payroll cost savings as it is no longer required to pay salaries and accrued paid time off for the remainder of the WARN Act notice period to those employees that accept THQ’s offer of employment. See the Registrant’s Current Report on Form 8-K filed on July 8, 2009 for more information about the notification under the WARN Act at the CA Facility.

The consummation of the transaction contemplated by the Asset Purchase Agreement is subject to (i) entry of an order of the United States Bankruptcy Court for the District of Delaware (the “Court”) approving the proposed transaction, (ii) entry into a license agreement between THQ and Warner Bros. Entertainment Inc. in connection with a shared engine developed by or on behalf of Sellers and their affiliates prior to July 10, 2009 (the terms of which have been agreed) and (iii) other customary closing conditions.

The above description of the Asset Purchase Agreement is qualified in its entirety by reference to the terms of the Asset Purchase Agreement, attached hereto as Exhibit 2.1 and incorporated herein by reference.

European Subsidiaries Share Purchase Agreements

On August 5, 2009, MHE entered into a Stock Purchase Agreement with F+F Publishing GmbH, a German limited liability company (“F+F”), whereby MHE intends to sell all of the shares of its wholly-owned German subsidiary, Midway Games GmbH (“MGG”) to F+F (the “F+F SPA”). Also on August 5, 2009, MHE entered into a Stock Purchase Agreement with Spiess Media Holding UG (Limited Liability), a German enterprise company with limited liability (“SMH”), whereby MHE intends to sell all of the shares of its wholly-owned subsidiaries (i) Midway Games SAS, a company organized under the laws of France (“MGS”), and (ii) Midway Games Limited, an English limited liability private company (“MGL”), to SMH (the “SMH SPA,” together with the F+F SPA, the “Europe Purchase Agreements”). The aggregate purchase price for the shares of MGL and MGS shall be One Euro ( € 1) allocated 50% towards the purchase of the shares of MGL and 50% towards the purchase of the shares of MGS. The purchase price for the shares of MGG shall be One Euro ( € 1). In addition, pursuant to the terms of the Europe Purchase Agreements, it is a condition of closing that at, or prior to, closing MHE and its affiliates enter into an Intercompany Agreement (the “Intercompany Agreement”) to resolve certain intercompany obligations so that there shall be no intercompany obligations outstanding among MGL, MGS, MGG and any of MHE or its affiliates at closing. The Intercompany Agreement will result in a payment of approximately One Million Seven Hundred Thousand Dollars ($1,700,000) from MGL to MHE at the closing of the transactions.

The consummation of the transactions contemplated by the Europe Purchase Agreements and the Intercompany Agreement are subject to entry of an order of the Court approving the proposed transactions and other customary closing conditions.

SMH was formed by Martin Spiess for the purpose of purchasing the shares of MGL and MGS. Mr. Spiess is a named executive officer of the Registrant and has served as the Executive Vice President — International for MGL since April 2008. Prior to that, he served MGL as its Managing Director-Europe from May 2005 to April

2008. Mr. Spiess is also currently the President of MGS. F+F has been operated for several years by Uwe Fürstenberg and Hans Meyer, the sole shareholders of F+F. F+F and MGG conduct business with each other. Messrs. Fürstenberg and Meyer are current members of management of MGG. Mr. Fürstenberg is the current General Manager of MGG and has served in that capacity since February 2005 when MGG commenced operations. Mr. Meyer serves as Finance Director of MGG. Messrs. Spiess, Fürstenberg and Meyer will cease their employment relationship with the Registrant’s subsidiaries upon closing.

The above descriptions of the Europe Purchase Agreements and Intercompany Agreement (attached as Schedule 7.2 to each of the F+F SPA and SMH SPA) are qualified in their entirety by reference to the terms of the F+F SPA and the SMH SPA, attached hereto as Exhibits 2.2 and 2.3, respectively, and incorporated herein by reference.

Item 8.01 Other Events

On August 6, 2009, the Registrant and its United States subsidiaries (together with the Registrant, the “Debtors”) filed their monthly operating report for the period June 1, 2009 through and including June 30, 2009 (the “Monthly Operating Report”) with the Court. A copy of the Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Registrant. The Monthly Operating Report is limited in scope, covers a limited time period, does not include information about non-U.S. subsidiaries, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the securities of the Registrant, the Monthly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

This current report and Exhibit 99.1 contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements include, without limitation, the Registrant’s beliefs concerning future business conditions, outlook based on currently available information and statements regarding the Registrant’s expectations concerning the bankruptcy process. The Registrant’s actual results could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. These risks and uncertainties, include, without limitation, (1) the ability of the Registrant to develop, pursue, confirm and consummate one or more Chapter 11 plans of reorganization or liquidation with respect to the Debtors’ Chapter 11 cases; (2) the ability of the Registrant to obtain court approval of its motions in the Chapter 11 cases pursued by it from time to time; (3) risks associated with third parties seeking and obtaining Court approval to terminate or shorten the exclusivity period for the Registrant to propose and confirm one or more Chapter 11 plans, or the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; (4) potential adverse developments with respect to the Registrant’s liquidity or results of operations; (5) the ability of the Registrant to fund and execute its business plan; (6) the ability of the Registrant to retain and compensate key executives and other key employees; and (7) any further deterioration in the macroeconomic environment or consumer confidence. Discussion of additional factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is set forth under “Item 1. Business” in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and in more recent filings made by the Registrant with the Securities and Exchange Commission. Each forward-looking statement, including, without limitation, financial guidance, speaks only as of the date on which it is made, and the Registrant undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

2.1		Asset Purchase Agreement by and among Midway Games Inc., Midway Home Entertainment Inc. and Midway Studios-Los Angeles Inc. and THQ Inc. dated as of August 3, 2009.

2.2		Stock Purchase Agreement by and between Midway Home Entertainment and F+F Publishing GmbH for 100% of the Issued and Outstanding Share Capital of Midway Games GmbH dated as of August 5, 2009.

2.3		Stock Purchase Agreement by and between Midway Home Entertainment and Spiess Media Holding UG (Limited Liability) for 100% of the Issued and Outstanding Stock of Midway Games Limited and Midway Games SAS dated as of August 5, 2009.

99.1		Monthly Operating Report for the period June 1, 2009 through and including June 30, 2009, filed with the United States Bankruptcy Court for the District of Delaware

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MIDWAY GAMES INC.
August 7, 2009	By:	/s/Matthew V. Booty
		Matthew V. Booty
		President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

2.1		Asset Purchase Agreement by and among Midway Games Inc., Midway Home Entertainment Inc. and Midway Studios-Los Angeles Inc. and THQ Inc. dated as of August 3, 2009.

2.2		Stock Purchase Agreement by and between Midway Home Entertainment and F+F Publishing GmbH for 100% of the Issued and Outstanding Share Capital of Midway Games GmbH dated as of August 5, 2009.

2.3		Stock Purchase Agreement by and between Midway Home Entertainment and Spiess Media Holding UG (Limited Liability) for 100% of the Issued and Outstanding Stock of Midway Games Limited and Midway Games SAS dated as of August 5, 2009.

99.1		Monthly Operating Report for the period June 1, 2009 through and including June 30, 2009, filed with the United States Bankruptcy Court for the District of Delaware

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

by and among

THQ INC.

and

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

Dated as of August 3, 2009

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of this 3 ^rd day of August 2009, by and among THQ INC., 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 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 (such design and development business conducted by the Studio at such San Diego studio the “ Business ” ) ;

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, substantially all of the assets (but excluding the Excluded Assets (as defined below)) used in connection with and arising out of the operation of the Business, at the price and on and subject to the other terms and conditions specified in this Agreement and pursuant to Sections 363 and 365 of the Bankruptcy Code, and free and clear of all Encumbrances 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 ” shall have the meaning ascribed in Section 7.6.

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

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

(e) “ Assignment and Assumption Agreement ” shall have the meaning ascribed in Section 6.2(c).

(f) “ Assumed Contracts ” shall have the meaning ascribed in Section 2.1(e).

(g) “ Assumed Liabilities ” shall have the meaning ascribed to it in Article 3.

(h) “ 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.

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

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

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

(1) “ Business ” shall have the meaning ascribed in the Recitals.

(m) “ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banking institutions in Los Angeles, California are authorized or required by applicable Law to close.

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

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

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

(q) “ Confidential Information ” shall have the meaning ascribed in Section 9.1 (b).

(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 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.

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

(v) “ Excluded Assets ” shall have the meaning ascribed in Section 2.2.

(w) “ 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.

(x) “ Hired Employees ” shall have the meaning ascribed in Section 10.1.

(y) “ Infringement Claims ” shall have the meaning ascribed in Section 2.1(h).

(z) “ Intellectual Property ” means any and all intellectual property and industrial property (throughout the universe, in all media, now existing or created in the future, and for the entire duration of

such) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation, all: (a) inventions, discoveries, designs, processes, methods, developments, and Software; (b) patents, reissues and reexamined patents, and patent applications, whenever filed and wherever issued; (c) works of authorship, Web sites, copyrights, copyright registrations, and copyright applications; (d) trade secrets and confidential information; (e) Internet domain names, trademarks, service marks, trade dress, trade names, slogans, logos, symbols, trademark registrations, and trademark applications; (f) any and all other intangible property; (g) divisions, continuations, continuations-in-part, substitutes, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued, or acquired; and (h) goodwill associated with or symbolized by any of the foregoing.

(aa) “ Intellectual Property Rights ” means any and all rights in, to, and under Intellectual Property, including, without limitation, any and all rights (throughout the universe, in all media, now existing or created in the future, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation, all: (a) rights to use, have used, make, manufacture, sell, offer to sell, import, export, and have such done inventions, discoveries, designs, processes, methods, developments; (b) rights associated with patents, reissues and reexamined patents, and patent applications, whenever filed and wherever issued, and all priority rights resulting from such applications; (c) rights associated with works of authorship, including, but not limited to, rights in copyrights, moral rights, and rights to reproduce, distribute, perform, display, and prepare derivative works; (d) rights relating to the protection of trade secrets and confidential information; (e) rights in trademark applications and registrations, trademarks, service marks, trade names, Internet domain names, logos, symbols, and the like; (f) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; (g) rights in divisions, continuations, continuations-in-part, substitutes, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued, or acquired; and (h) rights to sue for past, present, and future infringement of any and all such intellectual property rights and industrial property rights.

(bb) “ Knowledge of Sellers ” means the actual, current knowledge of Matthew Booty, Miguel Iribarren, Ryan O’Desky, Deborah Fulton, Steve Marrin and Scot Lane.

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

(dd) “ Midway L.A. ” shall have the meaning ascribed in the Preamble

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

(ff) “ Parent ” shall have the meaning ascribed in the Preamble.

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

(hh) “ Purchase Price ” shall have the meaning ascribed in Section 5.1.

(ii) “ Purchased Assets ” shall have the meaning ascribed in Section 2.1.

(jj) “ Purchaser ” shall have the meaning ascribed in the Preamble.

(kk) “ Sale Motion ” shall have the meaning ascribed in Section 9.5.

(ll) “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 1.1(II) attached hereto.

(mm) “Seller” shall have 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.

(nn) “Sensitive Information” shall have the meaning ascribed in Section 9.1 (a).

(oo) “Studio” shall have the meaning ascribed in the Preamble.

(pp) “Tangible Property” shall have the meaning ascribed in Section 2.1 (a).

(qq) “Tax Returns” means, collectively, all returns, reports and similar statements (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to any Governmental Authority relating to Taxes.

(rr) “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.

(ss) “Warner Bros.” shall have the meaning ascribed in Section 12.2.

(tt) “ Warner Bros. APA” means the Asset Purchase Agreement dated as of May 20, 2009, between Warner Bros. and, inter alia, Parent.

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

(d) 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;

(e) 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;

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

(g) 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;

(h) References to a Person are also to such Person’s permitted successors and assigns; and

(i) 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, at the Closing and effective as of the Closing Date, each Seller shall, subject to the Sale 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.

For purposes of this Agreement, the term “Purchased Assets” shall mean all properties, contracts, rights and other assets, of every kind and description, of Sellers that are related to, used in or intended for use in connection with the Business (other than the Excluded Assets), whether tangible, intangible, personal or mixed and wherever located, whether carried on the books of a Seller or not carried on the books of any Seller due to expense, full depreciation or otherwise, including without limitation the following assets in each case to the extent now owned or controlled by any Seller and used or intended for use in connection with the Business:

(a) All fixed assets and other tangible personal property and assets (including without limitation all fixtures, furniture, furnishings, machinery, equipment, tools, parts, engineering equipment, communications equipment, accessories, computers and peripheral devices, motion-capture tools and equipment, office and other equipment and appliances and any replacement and spare parts for any such assets, including without limitation those items listed on Schedule 2.1 (a) (collectively, the “Tangible Property” );

(b) Any and all pre-existing tools, software, artwork, music, animation assets, technology, source code, object code and/or generic code;

(c) Any and all digital assets pertaining to game development including all artwork, animation sets, motion capture data, music, game concepts, designs and storylines;

(d) All other Intellectual Property and Intellectual Property Rights;

(e) Except as otherwise provided below, and subject to the last paragraph of this Section 2.1, those Contracts described on Schedule 2.1(e) or otherwise included in the Purchased Assets pursuant to any other subsection of this Section 2.1 (collectively, the “Assumed Contracts” );

(f) Any and all rights to the license granted to Sellers in respect of the Business pursuant to Section 8.18 of the Warner Bros. APA as set forth in Section 9.7 hereof;

(g) Those other assets listed on Schedule 2.1(g) , if any; and

(h) Any and all claims against third parties in the nature of infringement related to the other Purchased Assets (the “Infringement Claims” ).

Notwithstanding the preceding provisions of this Section 2.1, the “Purchased Assets” shall not include any software or other item of intangible property held by any Seller pursuant to a license or other Contract that does not constitute an Assumed Contract.

Purchaser shall have the right, in Purchaser’s sole and absolute discretion and exercisable at any time prior to the Closing by giving written notice to Parent and the Committee, to exclude from the Purchased Assets any one or more properties, contracts, including without limitation any Contract that would otherwise be an Assumed Contract, rights or other assets that would otherwise constitute Purchased Assets, and all of such properties, contracts, rights or other assets, if any, shall, immediately upon such exclusion by Purchaser, constitute Excluded Assets.

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 and shall in any event exclude all of the following (collectively, the “Excluded Assets” ):

(a) All cash, cash equivalents, bank deposits or similar cash items of any Seller and all marketable securities and other investments or any Seller;

(b) Sellers’ rights under this Agreement or, except with respect to any Purchased Assets, any other agreement, document or instrument contemplated by this Agreement and all cash and non-cash consideration payable or deliverable to any Seller by Purchaser pursuant to the provisions hereof;

(d) Any and all personal property leases, licenses and other Contracts that are not Assumed Contracts;

(e) All securities, whether capital stock or debt, of the Studio or any other entity;

(f) All rights and claims in or to any refunds, credits, rebates, abatement or other recovery of or with respect to any Taxes, assessments or similar charges paid by or on behalf of any Seller, together with any interest due thereon or penalty rebate arising therefrom, in each case to the extent applicable to any period prior to the Closing;

(g) Tax records, minute books, stock transfer books and corporate seals of any Seller that any Seller is required by Law to retain; provided, however, that Sellers shall provide Purchaser with reasonable access to, and, at Purchaser’s sole cost and expense, copies of, any Excluded Asset described in this paragraph (g) which relate to the Purchased Assets;

(h) Subject to applicable Law, all preference or avoidance claims and actions of any Seller under Chapter 5 of the Bankruptcy Code, and all other rights, claims or causes of action of Sellers against third parties, other than Purchaser, relating to the assets, properties, business or operations of Sellers arising out of events occurring on or prior to the Closing Date, other than Infringement Claims;

(i) All instruments, accounts receivable and other receivables (including any unpaid interest accrued on such receivable) and unbilled costs and fees outstanding or owing between the Sellers and/or their affiliates, and all claims and causes of action relating or pertaining to the foregoing;

(j) All properties, Contracts, rights or other assets expressly excluded from the Purchased Assets pursuant to the Sale Order, if any;

(k) Any insurance policy of any Seller, including any refund or recovery thereunder;

(l) The assets of any foreign subsidiary;

(m) All of Sellers’ deposits or prepaid charges and expenses not specifically included in or arising in connection with the Purchased Assets;

(n) All insurance proceeds, and claims and causes of action relating thereto, of any Seller arising prior to or after the Closing Date with respect to, or arising in connection with, any Excluded Asset, or any liability or obligation of Sellers not included in the Assumed Liabilities, and for the avoidance of doubt, all insured or insurable claims and causes of action against Sellers (or any of them) in the nature of commercial tort, breach of fiduciary duty, fraud, fraudulent conveyance, or breach of loyalty arising prior to and after the Closing Date shall be Excluded Assets;

(o) All personnel records and other records that any Seller is required by Law to retain in its possession;

(p) All software used for employee, accounting or legal functions and software related to the Sellers’ publishing business, including the software that interfaces with customers and warehouses;

(q) Any accounts receivable and inventory owned by Sellers and their affiliates;

(r) The License Agreement effective as of September 16, 2005 between TNA Entertainment, LLC and the Studio and property licensed by TNA in accordance therewith;

(s) All tangible personal property owned by the Sellers not used or intended for use in connection with the Business;

(t) All NBA/NHL/MLB video games, Lord of the Rings video games, Mechanic Master video games, and with respect to, and to the extent related to, such video games, all (i) titles, characters, names and trademarks; (ii) storylines, back stories, text, dialog, rules, guides, game-specific user documentation, puzzles and other similar materials; (iii) concepts, game play, structure, look and feel, art, settings, locations, environments, vehicles, weapons, gadgets and other similar elements; (iv) music and sound; (v) technology, codes (source, object, byte), engines, files (source, data, log, executable), databases, and other similar items; (vi) domain names, web site assets, user-generated content and end-user lists; (vii) development materials; (viii) development and test kits, development tools or the like; (ix) marketing materials; (x) Contracts relating to any such video games; and (xi) any and all intellectual property rights in and to the foregoing, including all publishing rights thereof and inventory relating thereto and any rights of any Sellers under any Excluded Contracts relating to any such video games;

(u) Any and all properties, Contracts, rights and other assets designated by Purchaser as Excluded Assets pursuant to the last sentence of Section 2.1; and

(v) Those assets listed on Schedule 2.2(v) .

ARTICLE 3. ASSUMED LIABILITIES

On the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, (i) all of Sellers’ liabilities and obligations arising from and after the Closing Date under the Assumed Contracts, (ii) the Cure Amounts, if any, and (iii) the Sellers’ responsibility for paid time off for the Hired Employees that has accrued as of August 4, 2009, subject to the usual terms and conditions applicable to paid time off for employees of Purchaser, as set forth on a schedule being provided to Purchaser by Sellers concurrently herewith (collectively, the “ Assumed Liabilities ”) .

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, (i) any and all other liabilities or obligations of any Seller to any Hired Employee arising as a result of any fact, circumstance or event occurring prior to August 4, 2009 (including but not limited to unpaid salary or wages, unpaid expense reimbursement, or for workers compensation or medical benefits), and (ii) any and all other liabilities or obligations, whether presently in existence or arising hereafter, known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated or otherwise.

ARTICLE 5. PURCHASE PRICE

5.1 Purchase Price . The aggregate consideration due from Purchaser hereunder (the “ Purchase Price ”) shall consist of (a) cash in an amount equal to Two Hundred Thousand Dollars ($200,000), which shall be paid by Purchaser to the Studio at the Closing on and subject to the terms and conditions hereinafter set forth, and (b) the aggregate of the Cure Amounts and the other Assumed Liabilities, if any, which shall be paid by Purchaser to those parties to the Assumed Contracts to whom such Assumed Liabilities are owed (i) in the case of the Cure Amounts, within three (3) days following Closing or as otherwise provided in the Sale Order, and (ii) in the case of other Assumed Liabilities as and when such amounts are due and subject to the terms and conditions set forth in the Assumed Contracts. As additional consideration, Purchaser shall make offers of employment to not less than 40 employees of the Studio as and to the extent provided in Article 10, such employment to commence as of August 4, 2009, which offers are intended and anticipated to result in significant cost savings to the Sellers.

5.2 Purchase Price Allocation . Within a reasonable period of time after the Closing, Purchaser shall prepare and deliver to Sellers a schedule (the “ Allocation Schedule ”) allocating the Purchase Price among the various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax Law) or any successor provision, which shall be reasonably acceptable to the Committee. Purchaser and Sellers shall report and file al! Tax Returns (including any amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith for Tax purposes (including in any audits or examinations by any taxing authority or any other proceedings) unless required by judicial determination. The parties agree that the Allocation Schedule shall not be binding for any purpose other than for Tax purposes. Notwithstanding any other provisions of this Agreement, the provisions of this Section 5.2 shall survive the Closing.

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 12, the closing of the transactions contemplated hereby (the “ Closing ”) shall take place on the third Business Day after the entry of the Sale Order or on such other date as may be mutually agreed upon by the parties, but in no event later than September 4, 2009 (or such later date as is agreed upon in writing by Purchaser, Sellers and the Committee). The Closing shall be held at the offices of Sidley Austin LLP, 555 West Fifth Street, Suite 4000, Los Angeles, California 90013 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) Access to the Purchased Assets as contemplated by Section 9.6;

(b) A bill of sale substantially in the form attached hereto as Exhibit 6.2(b) (the “ Bill of Sale ”), duly executed by each Seller;

(c) An assignment and assumption agreement substantially in the form attached hereto as Exhibit 6.2(c) (the “ Assignment and Assumption Agreement ”), duly executed by each Seller;

(d) 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 hereunder, each in form and substance reasonably satisfactory to Purchaser’s and Sellers’ counsel;

(e) The compliance certificate described in Section 12.2, duly executed by authorized representatives of Sellers; and

(f) Any and all such other agreements, instruments and documents as Purchaser shall reasonably request to consummate the transactions contemplated hereby.

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 wire transfer of immediately available funds to the bank account designated by Parent not less than two Business Days prior to the Closing;

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

(d) As promptly as is reasonably practicable and otherwise in accordance with the Bankruptcy Court orders, the Cure Amounts to the counterparties of the Assumed Contracts pursuant to this Agreement and Section 365 of the Bankruptcy Code;

(e) The compliance certificate described in Section 12.3, duly executed by an officer of Purchaser; and

(f) Any and all such other agreements, instruments and documents as Sellers shall reasonably request to consummate the transactions contemplated hereby.

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.

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 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 Title to Purchased Assets . Sellers own or have a valid and enforceable leasehold interest or license in or other valid right to use, the Purchased Assets. Schedule 7.5 identifies each tangible Purchased Asset listed on Schedule 2.1 (a) (i) as to which Sellers have a leasehold interest or other valid right to use, but not ownership, or (ii) as to which any Seller has, in whole or in part, granted any license or sublicense of or other right to use, or otherwise granted to any Person any right, title, or interest in, to, or under such Purchased Asset. The Purchased Assets include all of the properties, contracts, rights and other assets owned by the Sellers with respect to the Business immediately after the “Closing” under the Warner Bros. APA.

7.6 Adverse Claims . Except as set forth on Schedule 7.6 , to the Knowledge of Sellers, as of the date of this Agreement:

(a) There is no demand, claim, charge, complaint, action, suit, proceeding, hearing, inquiry or investigation (an “Adverse Claim” ) by any Person or Governmental Authority currently pending or overtly threatened against any Seller which Adverse Claim (i) questions the validity of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby, (ii) challenges the legality, validity, enforceability, ownership or performance of any Assumed Contract or other Purchased Asset, or (iii) alleges that any of the Intellectual Property included in the Purchased Assets or its respective past or current uses, has violated, interfered with, misappropriated, or infringed upon, or is

violating, interfering with, misappropriating or infringing upon, any Intellectual Property Right or other proprietary right of any Person; and

(b) No Seller has made or initiated any Adverse Claim alleging (or is otherwise aware) that any Person is violating, interfering with, misappropriating or infringing upon, or has violated or infringed upon at any time, any Intellectual Property or Intellectual Property Rights included in the Purchased Assets.

7.7 Assumed Contracts . Sellers have made available to Purchaser true, correct and complete copies of each material written Assumed Contract, as amended to date, other than shrink-wrap licenses and other standard form Contracts which are common in the industry. To the Knowledge of Sellers, except for the proofs of claim filed in the Bankruptcy Proceedings, since August 1, 2008, no Seller has sent or received any notice of default or termination under any of the Assumed Contracts.

7.8 No Other Agreements re Disposition . No Seller is a party to, and no Seller nor any of the Purchased Assets is bound by, any Contract other than this Agreement with respect to a possible merger, sale, restructuring, refinancing or other disposition of all or any part of the Purchased Assets,

7.9 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. 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 and by-laws of any Seller; (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 any Seller’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 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 Sellers’ Business, the Purchased Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Sellers, any of their affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Sellers relating to the Purchased Assets or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

ARTICLE 9. COVENANTS

9.1 Access and Information .

(a) From and after the date of this Agreement until the Closing Date, Sellers shall afford to Purchaser and Purchaser’s accountants, counsel and other representatives reasonable access, from time to time during normal business hours and with prior notice throughout the period from the date hereof until the Closing Date at Purchaser’s sole expense, to the properties, books, accounting records and related work papers, contracts, and commitments, and, to the extent available and permitted by the Bankruptcy Court upon the request of Parent, personnel and independent accountants and records, of Sellers to the extent the same relate to the Purchased Assets and the Business. During such period, Sellers shall furnish to Purchaser and to Purchaser’s accountants, counsel and other representatives copies of such documents and all such other information concerning Sellers as Purchaser may reasonably request at Purchaser’s sole expense (such documents and information, together with the properties, books, accounting records and related work papers, contracts, commitments, and records of Sellers referenced in the first sentence of this Section 9.1(a), the “ Sensitive Information ” ) . Any fees and expenses of Sellers’ accountants or counsel incurred and any request to the Bankruptcy Court made pursuant to this Section 9.1 (a) shall be at the sole cost and expense of Purchaser. Purchaser and its representatives shall cooperate with Sellers and their representatives and shall use their reasonable efforts to minimize any disruption to Sellers’ business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Sellers to disclose information subject to attorney- client privilege or conflict with any confidentiality obligations to which Sellers are bound. No investigation or inspection pursuant to this Section 9.1 (a) shall in any way affect or diminish the respective conditions and obligations of the parties to this Agreement to consummate the transactions contemplated by this Agreement.

(b) Except for the purposes of reviewing, investigating, and considering the transactions contemplated by this Agreement and the Ancillary Agreements, as necessary or appropriate to exercise Purchaser’s rights or perform Purchaser’s obligations under this Agreement or the Ancillary Agreements, in respect of the Purchased Assets, or as required by any Order, Law or other legal requirement, Purchaser shall not use the Confidential Information. For the purposes hereof, “ Confidential Information ” means Sensitive Information provided by Sellers to Purchaser in connection with the consideration by Sellers and Purchaser of the transactions contemplated hereby, but does not include any data, information or material that (i) was or is possessed or known by Purchaser prior to receipt or availability from Sellers in connection herewith, (ii) was or is independently developed by Purchaser without the benefit of disclosure or availability of such data, information, or material by Seller in connection herewith, (iii) was or is published or available to the general public other than through a breach of this Agreement by Purchaser, or (iv) was or is obtained by Purchaser from a third party with, to Purchaser’s knowledge, a valid right to disclose or make available such data, information or material.

9.2 Preservation of Assets . Except (i) as required by applicable Law, (ii) as otherwise expressly contemplated by this Agreement, (iii) as approved by the Bankruptcy Court and not objected to by Purchaser, or (iv) with the prior written consent of the Purchaser, during the period from the date of this Agreement to and through the Closing Date, Sellers shall, taking into account the Bankruptcy Proceedings, exercise commercially reasonable efforts to protect and preserve, in all respects, the Purchased Assets. In addition, unless Sellers first obtain the express written consent of Purchaser, no Seller shall (i) sell, license, lease (as lessor), transfer or otherwise dispose of any of the Purchased Assets, (ii) abandon or permit to lapse (except in accordance with the terms thereof) or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto, or (iii) release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Seller is a party relating to the Purchased Assets.

9.3 Notification of Bankruptcy Court Filings Relating to this Agreement and New Adverse Claims . From and after the date hereof and until the Closing, Sellers shall, and shall cause their respective attorneys to, cooperate with Purchaser regarding, and shall keep Purchaser and its attorneys reasonably apprised of, (i) all matters with respect to the Bankruptcy Proceedings that relate to the transactions contemplated hereby, including, without limitation, by providing Purchaser and its attorneys

with (x) a copy of any motion or other pleading, Order or other document to be filed with the Bankruptcy Court with respect to such transactions, and providing Purchaser and its attorneys a reasonable opportunity to review and comment on the same, and (y) reasonable advance notice of any motion to assume or reject any Assumed Contract; and (ii) the making, filing, initiation or assertion of any Adverse Claim first made, filed, initiated or asserted after the date hereof.

9.4 Post-Closing Obligations . From and after the Closing:

(a) At Purchaser’s sole expense, Sellers shall promptly deliver to Purchaser any and all correspondence, papers, documents and other items and materials received by either of them or found to be in their possession that pertain to the Purchased Assets; and

(b) Sellers shall promptly execute and deliver or cause to be executed and delivered all such further agreements, bills of sale, assignments, certificates, instruments, and documents, and perform such further actions in addition to those required by this Agreement, as Purchaser may reasonably request in order to fully consummate the transactions contemplated hereby and carry out the purposes and intent of this Agreement. Purchaser shall promptly execute and deliver or cause to be executed and delivered all such further agreements, assignment, certificates, instruments, and documents to assure fully to Sellers and the successors and assigns thereof, the assumption of the Assumed Liabilities and to otherwise make effective the transactions contemplated hereby and thereby. Any costs incurred by Sellers in fulfilling their obligations under this Section 9.4(b) shall be paid by Purchaser.

9.5 Bankruptcy Court Filings . Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Purchaser, including furnishing affidavits, non-confidential financial information, confidential information subject to a reasonable form of confidentiality agreement or othe(r documents or information for filing with the Bankruptcy Court for the purposes, among others, of (i) providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code; provided , however, that Purchaser shall be under no obligation to provide or deliver any additional undertakings, financial or otherwise, in connection with such a finding as required under the Bankruptcy Code; and (ii) making Purchaser’s employees and representatives available (at reasonable times and upon reasonable prior notice) to be interviewed by Sellers’ attorneys and to testify before the Bankruptcy Court and at depositions, with respect to demonstrating adequate assurance of future performance by Purchaser under any Assumed Contract. Promptly following execution of this Agreement, Sellers shall (i) file and prosecute a motion (the “ Sale Motion ” ) (a) seeking approval of this Agreement and the transactions contemplated hereby, by way of private sale not subject to public auction or bidding, (b) providing that, in the event this Agreement is terminated pursuant to Section 13.1 (g) below and Purchaser is not in breach of any of its obligations hereunder, Sellers shall pay to Purchaser an amount equal to Purchaser’s actual and reasonable expenses incurred in connection with the transactions contemplated hereby up to Fifty Thousand Dollars ($50,000), (ii) seek to have the Sale Motion heard on an expedited basis and as soon as the Bankruptcy Court will allow, and (iii) seek entry of the Sale Order, and (c) to which is attached a mutually agreed upon list of the Contracts that (subject to the last paragraph of Section 2.1) shall constitute the Assumed Contracts and the related Cure Amounts, if any. Purchaser shall support the Sale Motion.

9.6 Removal of Purchased Assets . Seller shall afford to Purchaser the opportunity to, and Purchaser at its sole cost and expense shall, remove or cause to be removed from the Sellers’ premises in San Diego, California all of the tangible Purchased Assets located on such premises within seven calendar days after the Closing Date. Purchaser agrees it shall be responsible for any damage to the Purchased Assets or the premises during such removal. To the extent that Purchaser requires or requests services of Sellers’ employees in connection with the delivery or removal of such assets after the Closing or for any other purpose, Purchaser agrees to pay the reasonable and customary costs of such employees for such

assistance. In addition, Sellers shall afford Purchaser access to, and allow Purchaser to obtain, all intangible Purchased Assets located on Excluded Assets described in item 2 of Schedule 2.2(v) .

9.7 Sale to Warner Bros . Purchaser acknowledges and understands that Sellers and their affiliates sold a substantial portion of their assets to Warner Bros. under the Warner Bros. APA, including assets that may have been used in the Business, and that none of those assets are included in the Purchased Assets. Pursuant to Section 8.18 of the Warner Bros. APA, as of the Closing Date, Sellers are making available to Purchaser the license from Warner Bros. with respect to the Business for the benefit of the Studio referred to in Section 8.18 by permitting Purchaser to enter into such license directly and Purchaser accepts the terms of such license and shall be entitled to the benefits thereof.

ARTICLE 10. EMPLOYEE MATTERS.

10.1 Offers of Employment . Between the date hereof and the Closing, Sellers shall provide Purchaser with reasonable access to the employees of the Studio in order to allow Purchaser to (i) interview those employees as Purchaser in its sole and absolute discretion may elect, regarding potential future employment with Purchaser, (ii) offer to employ those employees as Purchaser in its sole and absolute discretion may elect, and (iii) distribute to such offerees such forms and other documents setting forth the terms and conditions upon which employment with Purchaser is offered, and any other forms and documents, as Purchaser may deem necessary or desirable; provided, however, that prior to the expiration of three (3) days from the date hereof, Purchaser shall extend offers of at-will employment to not less than forty (40) employees of the Studio on terms and conditions that taken as a whole, are in all material respects as least as favorable to such employees as are such employees’ current terms of employment, with such employment to take effect from and after August 4, 2009. Those employees to whom offers of employment are made by Purchaser pursuant to this Article 10 and who commence such employment as of August 4 are collectively referred to herein as the “Hired Employees.”

10.2 Limitations . Except as otherwise expressly required in the proviso to Section 10.1, nothing contained in this Article 10 (or any other provision of this Agreement) shall be construed to require, or prevent the termination of, employment by Purchaser of any individual, require minimum benefit or compensation levels or prevent any change in the employee benefits provided to any individual Hired Employee. No provision of this Agreement shall create any third-party beneficiary rights in any employee or former employee of any Seller or any other Person or entity (including any beneficiary or dependent thereof), in respect of continued, resumed or alternative employment for any specified period of any nature or kind whatsoever. For the avoidance of doubt, Sellers shall retain and be solely responsible for all employee liabilities and obligations (including but not limited to liabilities and obligations under applicable Law) relating to periods prior to the date, if any, such employee becomes an employee of Purchaser or to the transactions contemplated hereby, and Sellers shall take, at their cost and expense, all such actions as may be required in connection with the transactions contemplated hereby, including but not limited to by the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable state or local law requiring notice to employees in the event of a closing or layoff.

ARTICLE 11. TAXES

11.1 Prorations . All (i) personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the Closing Date and ends after the Closing Date and (ii) any payments made by Sellers prior to the Closing Date under any Assumed Contract with respect to the calendar month in which the Closing Date occurs, shall be prorated between Sellers and Purchaser as of 12:01 a.m. (Eastern time) on the Closing Date and payments made accordingly.

11.2 Cooperation and Audits . Purchaser and Sellers shall reasonably cooperate with each other regarding Tax matters and shall make available to the other as reasonably requested all information, records and documents relating to Taxes governed by this Agreement.

ARTICLE 12. CONDITIONS PRECEDENT

12.1 Conditions to Each Party’s Obligation to Effect the Closin g. The obligation of each party to effect the Closing is subject to the satisfaction or waiver by all of the parties hereto at or prior to the Closing of the following conditions:

(a) No Order or Law shall have been entered, enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated by this Agreement;

(b) No Adverse Claim shall be pending before any Governmental Authority seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any applicable Order or Law; provided, however, that any Adverse Claim with respect to the Sale Order shall be subject to Section 12.1(c) below and not this Section 12.1(b); and

(c) The Bankruptcy Court shall have entered the Sale Order; the Sale Order shall be effective immediately upon entry, except to the extent stayed by its terms; the 10-day stay of the Sale Order, as provided in Rule 6004(h) and 6006(d) or any other Rule of the Federal Rules of Bankruptcy Procedure, shall not apply; and no other stay of the Sale Order respective of appeal, motion for rehearing or reconsideration, or petition for writ shall apply. The Sale Order shall, inter alia, (i) approve the sale of the Purchased Assets to Purchaser free and clear of all Encumbrances, (ii) vest Purchaser with good and marketable title to, or a valid and enforceable leasehold interest in or other valid right to use, the Purchased Assets; (iii) authorize Sellers’ assumption and assignment to Purchaser, and Purchaser’s assumption, of the Assumed Contracts, (iv) contain a specific finding that Purchaser is a good faith purchaser of the Purchased Assets pursuant to section 363(m) of the Bankruptcy Code, and (v) authorize Sellers to consummate the transactions contemplated by this Agreement and all Ancillary Agreements.

12.2 Conditions to Purchaser’s Obligation to Effect the Closing . The obligation of Purchaser to effect the Closing is subject to the satisfaction or waiver by Purchaser on or prior to the Closing Date of (in addition to the conditions set forth in Section 12.1) the following conditions:

(a) The representations and warranties of Sellers made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time); Sellers shall have in all material respects performed or tendered performance of or complied with, each and every covenant, obligation and condition on the part of any Seller to be performed which, by its terms, is required by this Agreement to be performed or complied with at or before the Closing; and Sellers shall have delivered to Purchaser a certificate dated the Closing Date and signed by an authorized representative of each Seller (as his or her capacity as such) confirming the foregoing;

(b) Sellers shall have delivered or be prepared to deliver all of the items required by Section 6.2 and all other items required to be delivered by Sellers or either of them pursuant to the terms and conditions of this Agreement;

(c) Warner Bros. Entertainment Inc. ( “ Warner Bros. ” ) shall have entered into a license agreement in the form previously approved by Purchaser and Warner Bros., a copy of which form has been provided to Blank Rome LLP, as counsel for the Sellers, with respect to the shared engine developed by or on behalf of Sellers and their affiliates prior to July 10, 2009; and

(d) If any independent contractors have provided services to the Business since “Closing” under the Warner Bros. APA and may have a right in and to the intellectual property or assets of the Business, then Purchaser shall have received copies of assignment of rights agreements executed by those contractors either in the Sellers’ standard form as previously provided to Purchaser or in such other form as is acceptable to Purchaser.

12.3 Conditions to Sellers’ Obligation to Effect the Closing . The obligation of Sellers to effect the Closing is subject to the satisfaction or waiver on or prior to the Closing Date of (in addition to the conditions set forth in Section 11.1) the following conditions:

(a) The representations and warranties of Purchaser made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time); Purchaser shall have in all material respects performed or tendered performance of or complied with, each and every covenant, obligation and condition on the part of Purchaser to be performed which, by its terms, is required by this Agreement to be performed or complied with at or before the Closing; and Purchaser shall have delivered to Sellers a certificate dated the Closing Date and signed by an authorized representative of Purchaser (in his or her capacity as such) confirming the foregoing); and

(b) Purchaser shall have delivered or be prepared to deliver all of the items required by Section 6.3 (including but not limited to the Purchase Price) and all other items required to be delivered by Purchaser pursuant to the terms and conditions of this Agreement.

12.4 Best Efforts to Satisfy . Each party hereto shall use its best efforts to cause the conditions set forth in this Article 12 to be satisfied. Neither Sellers nor Purchaser may rely on the failure of any condition set forth in Sections 12.1, 12.2 or 12.3, as the case may be, if such failure was caused by such party’s failure to comply with any provision of this Agreement.

ARTICLE 13. TERMINATION

13.1 Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

(a) By Purchaser or Sellers, if as of September 4, 2009 Sellers have failed to obtain entry of the Sale Order, or if any time prior to September 4, 2009 the Sale Order ceases to be in full force and effect, or is revoked, rescinded, vacated, appealed, materially modified, reversed or stayed or otherwise rendered ineffective by a court of competent jurisdiction;

(b) By Purchaser or Sellers, if the Closing shall not have occurred by September 4, 2009; provided, however, that if the Closing shall not have occurred on or before such date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser or Sellers, then the breaching party may not terminate this Agreement pursuant to this Section 13.1(b);

(d) By Purchaser, if Sellers fail to consummate the transactions contemplated hereby, Purchaser has otherwise complied with all of Purchaser’s obligations under this Agreement, and all of the conditions contained in Sections 12.1 and 12.3 have been satisfied;

(e) By Sellers, if Purchaser fails to consummate the transactions contemplated hereby, Sellers have otherwise complied with all of Sellers’ obligations under this Agreement, and all of the conditions contained in Sections 12.1 and 12.2 have been satisfied;

(f) By Sellers or Purchaser if there shall be in effect a final non-appealable Order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; or

(g) By Purchaser or Sellers if Sellers have accepted a higher and better offer with respect to the disposition of all or any substantial portion of the Purchased Assets, whether directly or indirectly, through a sale of equity (by merger, consolidation or otherwise) or in consideration of the claims or liens of creditors of Sellers, to a Person other than Purchaser or any of its affiliates.

13.2 Effect of Termination . In the event that this Agreement is validly terminated pursuant to this Article 13, written notice shall promptly be given to the other parties and all obligations of the parties under this Agreement shall terminate, and none of the parties shall have any further liability or obligation to any other party hereunder, except that the obligations of the parties designating as surviving termination shall survive such termination and except for any breach of this Agreement occurring prior to such termination. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 13.1 (g) above and Purchaser is not in breach of any of its obligations hereunder, Sellers shall pay to Purchaser an amount equal to Purchaser’s actual and reasonable expenses incurred in connection with the transactions contemplated hereby up to Fifty Thousand Dollars ($50,000).

ARTICLE 14. MISCELLANEOUS

14.1 Expenses . Except as otherwise expressly provided in this Agreement, each of the parties hereto shall bear their respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

14.2 Brokerage Obligations . Sellers and Purchaser each represent and warrant to the other that such party has incurred no liability to any broker or other broker or agent with respect to the payment of any commission regarding the consummation of the transactions contemplated hereby. If any claims for commissions, fees or other compensation, including, without limitation, brokerage fees, finder’s fees, or commissions are ever asserted against Purchaser or any Seller in connection with the transactions contemplated hereby, all such claims shall be handled and paid by the party whose actions form the basis of such claim and such party shall indemnify, defend (with counsel reasonably satisfactory to the party entitled to indemnification), protect and save and hold the other harmless from and against any and all such claims or demands asserted by any Person in connection with the transactions contemplated hereby.

14.3 Publications . Subject to the requirements of the Bankruptcy Code, each of the parties shall consult with the other(s) prior to issuing any press release or otherwise making any public statement with respect to the contents of this document or the transactions contemplated hereby, and none of the parties hereto shall issue any such press release or make any such public statement prior to such consultation and then only with the consent of such other parties, except as may be required by Law, the Bankruptcy Court, the Securities and Exchange Commission or applicable stock exchange or NASDAQ regulations.

14.4 Survival . All covenants and agreements in this Agreement or in any Ancillary Agreement that are described herein or therein as surviving the Closing or that by their terms are to be performed after the Closing shall survive the Closing ( provided, that Sellers shall have no liability to Purchaser for any breach of any covenant to be performed prior to Closing). All other covenants and agreements, and all representations and warranties made herein, shall terminate as of the Closing and none of the parties shall have any liability to each other after the Closing for any breach thereof.

14.5 Waiver . Any of the terms or conditions of this Agreement that may be lawfully waived may be waived in writing at any time by each party that is entitled to the benefits thereof. No waiver of any provision of this Agreement, nor consent to any departure therefrom, will be effective unless the same

shall be in writing and signed on behalf of such party, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given. No failure on the part of a party to exercise, and no delay in exercising, any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

14.6 Amendment . This Agreement may not be amended, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by the parties hereto that specifically references this Agreement.

14.7 Notices . All notices, requests and other communications under this Agreement must be in writing and will be deemed to have been duly given if effected by personal delivery (including but not limited to by Federal Express or other similar courier service), by registered or certified mail, postage prepaid, return receipt requested, or by facsimile (with written confirmation by the sender), addressed as follows:

(a) If to any Seller:

Midway Games Inc.
2704 West Roscoe Street
Chicago, IL 60618
Facsimile: (773) 961-2099
Attn: General Counsel

With a copy (which shall not constitute notice) to:

Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
Facsimile: (917) 332-3733
Attn: Jeffrey N. Siegel Esq.
Pamela E. Flaherty, Esq.

or at such other address or facsimile number as Sellers may have advised Purchaser in writing; and

(b) If to Purchaser:

THQ Inc.
29903 Agoura Rd.
Agoura Hills, CA 91301
Attn: Brandy A. Carrillo, Vice President, Business & Legal Affairs
Fax: 818-871-7582

With a copy (which shall not constitute notice) to:

Sidley Austin LLP
555 W. Fifth Street
Los Angeles, CA 90013
Attn: Jeffrey E. Bjork and Laura A. Loftin
Fax: 213-896-6600

or at some other address or facsimile number as Purchaser may have advised Sellers in writing.

All such notices, requests and other communications shall be deemed to have been received on the date receipt is confirmed.

14.8 Binding Effect . This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. No party may transfer, convey, dispose, assure or otherwise assign his or its rights or obligations hereunder or any interest herein without the prior written consent of the other parties hereto. To the extent of any such assignment, such assignee will have the same rights and obligations with respect to the other parties as it would have if it were a named party hereto. Notwithstanding the foregoing, Purchaser may, without the consent of Sellers, assign Purchaser’s rights and delegate Purchaser’s obligations under this Agreement to any affiliate of Purchaser.

14.9 Governing Law . Except to the extent inconsistent with the Bankruptcy Code, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State without regard to conflicts of laws principles thereof.

14.10 Severability . If any term or provision of this Agreement is found by any Governmental Authority to be illegal, invalid or unenforceable, then the parties hereby waive such term or provision to the extent that it is found to be illegal, invalid or unenforceable and to the extent that to do so would not deprive one of the parties of the substantial benefit of its bargain. Such term or provision will, to the extent allowable by Law and the preceding sentence, not be voided or canceled but will instead be modified by such Governmental Authority so that it becomes enforceable and, as modified, will be enforced as any other term or provision hereof. All other terms and provisions hereof will remain in full force and effect and are to be construed in accordance with the modified term or provision as if such illegal, invalid or unenforceable term or provision had not been contained in this Agreement.

14.11 Entirety . This Agreement, including the Exhibits and Schedules attached hereto and together with the Ancillary Agreements, sets forth the entire agreement and understanding between the parties with respect to the matters addressed herein and supersedes all prior representations, inducements, promises or agreements, oral or otherwise, that are not embodied herein.

14.12 Agreement Negotiated . The parties have participated jointly in the negotiation and drafting of this Agreement. No Law or rule relating to the construction or interpretation of contracts against the drafter of any particular clause should be applied with respect to this Agreement.

14.13 Counterparts . This Agreement may be executed in multiple counterparts, each of which will be deemed an original for all purposes and all of which will be deemed collectively to be one agreement. Execution may be effected by delivery of facsimiles of signature pages, and facsimiles of signatures will be deemed to be originals for all purposes of this Agreement.

14.14 Third Party Beneficiaries . Nothing contained herein, express or implied, is intended to confer upon any Person other than the parties and their heirs, executors, administrators, personal representatives, successors and permitted assigns any right or remedy under or by reason of this Agreement, except as otherwise expressly provided in this Agreement.

14.15 Jurisdiction . WITHOUT LIMITING ANY PARTY’S RIGHT TO APPEAL ANY ORDER OF THE BANKRUPTCY COURT, THE PARTIES AGREE THAT IF ANY DISPUTE ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED HEREUNDER OR IN CONNECTION HEREWITH, THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION AND SHALL BE THE EXCLUSIVE VENUE TO RESOLVE ANY AND ALL DISPUTES RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS

AGREEMENT. SUCH COURT SHALL HAVE SOLE JURISDICTION OVER SUCH MATTERS AND THE PARTIES AFFECTED THEREBY AND PURCHASER AND SELLERS EACH HEREBY CONSENT AND SUBMIT TO SUCH JURISDICTION; PROVIDED, HOWEVER, THAT IF THE BANKRUPTCY PROCEEDINGS HAVE CLOSED, THE PARTIES AGREE TO UNCONDITIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AND ANY APPELLATE COURT FROM ANY THEREOF, FOR THE RESOLUTION OF ANY SUCH CLAIM OR DISPUTE. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

14.16 Waiver of Right to Trial by Jury . Each party to this Agreement waives any right to trial by jury in any action, matter or proceeding regarding this Agreement or any provision hereof or therein to the extent permitted by Law.

14.17 Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, counsel or equityholder of Sellers or Purchaser shall have any liability for any obligations or liabilities of Sellers or Purchaser, as applicable, under this Agreement or the Ancillary Agreements of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

14.18 Damages and Injunctive Relief . Damages at Law may be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement and, accordingly, any party hereto shall be entitled to injunctive relief with respect to any such breach, including without limitation specific performance of such covenants, promises or agreements or an Order enjoining a party from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement. The rights set forth in this Section 14.18 shall be in addition to any other rights which a party may have at Law or in equity pursuant to this Agreement.

14.19 No Consequential Damages . Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof.

* * *

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


MIDWAY HOME ENTERTAINMENT INC.
By:	/s/ Matthew Booty
	Name:	Matthew Booty
	Title:	Chief Executive Officer

MIDWAY STUDIOS — LOS ANGELES INC.
By:	/s/ Matthew Booty
	Name:	Matthew Booty
	Title:	Chief Executive Officer

MIDWAY GAMES, INC.
By:	/s/ Matthew Booty
	Name:	Matthew Booty
	Title:	Chief Executive Officer

THQ INC.
By:	/s/ Steve DeCosta
	Name:	Steve DeCosta
	Title:	Senior Vice President, Finance & Administration

SCHEDULE 2.1(a)

Tangible Property

The fixed assets and other tangible personal property and assets included on Attachment A hereto.

Attachment A to Schedule 2.1 (a)

It is intended that Purchaser acquire the fixed assets used in connection with the Business which includes desks, chairs, file cabinets and personal computers used by the development team of the Business and the associated servers and development kits, motion capture equipment and equipment in the sound studio and other items listed below. Between the date hereof and the hearing on the Sale Order, Purchaser and Sellers shall work to produce the specific list of the fixed assets and replace this Attachment A to such list.

All personal computers designated for all current Studio employees engaged in the Business (approximately 110) and related hardware, including without limitation all monitors (approximately 200) and mice, and all hard drives, software and files currently residing or loaded thereon;

All of the following as the same are used or intended for use in the Business: televisions (approximately 20), development kits (approximately 140 development kits) test kits, and related items;

A Cannon digital SLR camera

2 AVID HD Recorders

HD Video Camera

Full Audio Suite, including without limitation hardware, microphones, decks, instruments, and boards.

Projectors (approximately 4)

Video Conference system

Vicon Motion Capture System

Head Scanner

Burn Towers (approximately 4)

Lights for photo shoots

Copies of Visual Studio used in the Business

Copies of Incredibuild used in the Business

Perforce Licenses used in the Business

Copies of 3DS Max used in the Business

Copies of Maya used in the Business

Copies of Motion Builder used in the Business

Copies of Visual Assist (Visual Studio Plug-in) used in the Business

Copies of Microsoft Office used in the Business

Copies of Microsoft Project used in the Business

Copies of Araxis Merge used in the Business

Mindjet seats used in the Business

After Effects seats used in the Business

Copies of Netmix used in the Business

Copies of commercially available Sound Libraries used in the Business

Copies of Visio used in the Business

Copies of V-Ray used in the Business

Copies of Mudbox used in the Business

Copies of Quicktime Pro used in the Business

Copies of Final Cut Pro used in the Business

Copies of Adobe Premier used in the Business

Copies of Photoshop and illustrator used in the Business

Copies of Fraps used in the Business

Vikon Blade

All Vikon Software

Copies of Motion Analysis EVA realtime used in the Business

Copies of ZBrush used in the Business

Copies of ACDC used in the Business

Copies of Devtrack used in the Business

Copies of VMWare used in the Business

VMWare ESXi used in the Business

VMware Server 2 for Windows used in the Business

VMware Server 2 for Linux used in the Business

SCHEDULE 2.1(e)

Assumed Contracts

1.		All licenses and other contracts listed or applying to the assets listed on Attachment A to Schedule 2.1(a); and

2.		All licenses and other contracts listed on, or included in the assets listed on, Schedule 2.1(g), including Attachment G thereto.

SCHEDULE 2.1 (g)

Additional Purchased Assets

1.		Motion capture equipment;

2.		Vikon Blade software;

3.		Perforce licenses used in the Business;

4.		Servers and any associated hard drives used in the Business;

5.		Networked hard drives used in the Business;

6.		Development kits used in the Business, including without limitation any such Sony, Microsoft, and Nintendo development kits (but excluding the license agreements from such platform manufacturers covering Sellers use of the developments kits);

7.		Copies of Microsoft Office used in the Business;

8.		Incredibuild licenses used in the Business;

9.		Z Brush licenses used in the Business;

10.		All personal computers designated for all current Studio employees engaged in the Business, including all hard drives, software and files currently residing or loaded thereon;

11.		Intellectual Property created based on the shared engine that is the subject of the license with Warner Bros, since the Warner Bros. Closing;

12.		Copies of Autodesk Maya used in the Business;

13.		Copies of Autodesk Motionbuilder used in the Business; and

14.		The audio equipment, software and furniture listed on Attachment G.

Attachment G to Schedule 2.1(g)

Audio Hardware:
Mackie DXB
Adam A7 (x5)
Tannoy TS 10
Korg Karma
M-Audio Keyboard
Furman Voltage Conditioners (x3)
PAL Plus Requisite Pre-Amp
Presonus ADL 600 Pre-Amp
Digidesign Midi I/O
Digidesign Sync I/O
Digidesign 192 I/O
Digidesign HD Accel cards (x3)
Optical Patchbay
Apple G5
Apple Mac Pro
M-Audio ProFire 2626
Avid Mojo
Firewire Hub
Soundblaster PC audio cards (x2)
Mackie HR824 (x2)
Domestic Amplifiers/Receivers (x2)
JBL Domestic 5.1 speaker set
Logitech 5.1 speaker set
LCD TVs (x2)
LCD Monitors. (x8)
Speakers stands (approx 10)
Neuman U87a
Sterling ST-77 (x2)
Audio Technica Microphones (x2)
Sennheiser Shotgun Microphone (xl)
Marantz portable digital recorder.
Shure SM57 (x2)
Shure SM58 (x2)
Furman Headphone Amplifier
Headphones (Approx 5 pairs)
Electric Guitar
Bass Guitar
Portable Mackie Mixer for field recordings.

Audio Software:
Pro-Tools 8 HD
Pro-Tools 8 M-Powered

Netmix (Server & 2 client licenses)
SFX libraries
Toast
Waves Platinum Bundle
Waves Gold Bundle
McDSP MC2000
Roxio Toast
Quicktime Pro
Techtool Pro
Sony Sound Forge (x2)
Sony Vegas (x2)
Izotope RX

Audio Furniture:
Custom built desk with screen mounts (Matt’s Studio)
Argosy desk (Vince’s studio)
Sound Absorbing Material
Mic stands (x3)
Small Rack (x2)
Audio Patch Panels (x2)
Lecturns (x2)
Se Electronics Reflection Filter
Speaker stands (approx 10)
Various cables.

SCHEDULE 2.2(v)

Excluded Assets

	1.		Any Intellectual Property or Intellectual Property Rights or other property created under or arising out of any Contract that is not an Assumed Contract.

	2.		Any equipment which is used both in connection with the Business and with other activities conducted at the facility located at 10636 Scripps Summit Court, San Diego, California, including without limitation, the e-mail server, the backup server and the telephone system.

	3.		Leasehold improvements.

	4.		Any Contract with a third party developer for the development of a TNA wrestling game on a hand held platform, including:

	•		Master Design and Development Agreement dated February 6, 2009 between Midway Home Entertainment Inc. and Doubletap LLP and Schedules 1 and 2 thereto.

	•		Master Design and Development Agreement effective as of September 1, 1999 by and between Midway Home Entertainment Inc. and Point of View, Inc. and the schedules thereto.

	•		Master Design and Development Agreement effective as of April 9, 2007 by and between Midway Home Entertainment Inc. and Fooptube, LLC, d/b/a Sensory Sweep and the schedules thereto

	5.		License Agreement dated January 9, 2008 between TNA Entertainment LLC and Midway Home Entertainment Inc. (Masters and Compositions)

	6.		The TNA iMPACT! video game.

	7.		All confidential or proprietary information belonging to TNA Entertainment LLC.

	8.		Third party licenses related to the TNA iMPACT! video game, including without limitation:

	•		RAD Game Tools: Bink Video

	•		Quazal: Spark

	•		Epic: Unreal Engine 3

	•		Scaleform: GFx

	•		Havok: Havok Physics

	•		FMOD: Ex Programmers API

Consulting agreements related to the TNA wrestling game:

	•		Point of View: Ported PS2/Wii versions of the game and were also contracted for programming for online game play for PS3/Xbox360

	•		TNA: Custom music composed for story mode, also took photos for texture reference for characters

	•		Animation Contractors: Carl Fritz, Donovan Lightfoot, John Root

	•		Virtuous — outsourced CAP clothing items

	10.		Photocopier.

	11.		All automotive vehicles.

	12.		All license agreements with platform manufacturers covering Sellers use of developments kits used in the Business (excluding the development kits used in the Business which shall be Purchased Assets), including without limitation such license agreements with Sony, Microsoft, and Nintendo.

	13.		All platform agreements between any Seller and any third party, including without limitation, Sony Computer Entertainment America Inc., Sony Computer Entertainment Europe Ltd. Nintendo of America Inc. and Microsoft Licensing GP.

SCHEDULE 7.5

Title to Purchased Assets

The Sony, Microsoft and Nintendo development kits used in the Business are held by Sellers under standard licenses.

SCHEDULE 7.6

Adverse Claims

On July 19, 2009 Blank Rome LLP, counsel to Sellers, received a Letter from Haynes and Boone, LLP, counsel to TNA Entertainment, LLC, regarding the hiring of certain personnel of Sellers or its affiliates employed in the San Diego studio by Purchaser and requesting the Studio provide the assurances requested in such letter.

Exhibit 1.1(II)

IN THE UNITED STATES BANKRUPTCY
COURT FOR THE DISTRICT OF DELAWARE




In re	:	Chapter 11
	:
MIDWAY GAMES INC., et al.,	:	Case No. 09-10465 (KG)
	:	(Jointly Administered)
Debtors. ¹	:	Re: Docket No.

ORDER UNDER 11 U.S.C. §§ 105(a), 363, AND 365 AND FEDERAL RULES OF
BANKRUPTCY PROCEDURE 2002, 6004, 6006 AND 9014 (A) APPROVING
THE SALE OF PURCHASED ASSETS FREE AND CLEAR OF ALL LIENS,
CLAIMS, INTERESTS AND ENCUMBRANCES PURSUANT TO 11 U.S.C. §
363, (B) AUTHORIZING AND APPROVING THE ASSUMPTION
AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND
UNEXPIRED LEASES, AND (C) GRANTING RELATED RELIEF

Upon the motion (the “Sale Motion”) of the above-captioned debtors and debtors in possession (the “Debtors”), pursuant to sections 105, 363, and 365 of title 11 of the United States Code (the “Bankruptcy Code”), and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) for an order authorizing and approving (a) the sale of all or substantially all of the assets relating to the Debtors’ San Diego Studio business (the “Purchased Assets”) as described in and pursuant to the terms and conditions of that certain Asset Purchase Agreement, dated as of August 3, 2009 (collectively, with all schedules and exhibits thereto and all Ancillary Agreements, ² the “Purchase Agreement’’) by and between Midway Home Entertainment, Inc., Midway Studios — Los Angeles and Midway Games


¹		The Debtors are: Midway Games Inc., Midway Home Entertainment Inc., Midway Amusement Games, LLC, Midway Interactive Inc., Surreal Software Inc., Midway Studios — Austin Inc., Midway Studios — Los Angeles Inc., Midway Games West Inc., Midway Home Studios Inc., and Midway Sales Company, LLC.

²		All capitalized terms not otherwise defined in this Order have the meanings ascribed to such terms in the Sale Motion or the Purchase Agreement (defined below), as applicable. In the event of any inconsistency, the Purchase Agreement shall control.

Inc., as sellers (the “Sellers”), and THQ Inc. (the “Purchaser”), a true and correct copy of which is attached hereto as Exhibit A , and (b) the assumption and assignment of certain executory contracts and unexpired leases; and the Court having reviewed and considered (i) the Sale Motion and all relief related thereto, (ii) any objections thereto and (iii) the Court having heard the statements of counsel and the evidence presented in support of the relief requested by the Sale Motion at a hearing before the Court on , 2009 (the “Sale Hearing”); and the Court having jurisdiction to consider and determine the Sale Motion in accordance with 28 U.S.C. §§ 157 and 1334; and due notice of the Sale Hearing and the Sale Motion having been provided, and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor;

IT IS HEREBY FOUND AND DETERMINED:

A. The Court has jurisdiction to consider the Sale Motion and the relief requested therein under 28 U.S.C. §§ 157 and 1334. The Sale Motion is a core proceeding under 28 U.S.C. § 157(b)(2)(A), (N) and (O). Venue is proper in the Court under 28 U.S.C. §§ 1408 and 1409.

B. The statutory predicates for the relief sought in the Sale Motion are sections 105(a), 363(b), (f), and (m) and 365(a), (b) and (f) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006 and 9014.

C. As evidenced by the certificates of service filed with the Court, and based on the representations made at the Sale Hearing, (i) proper, timely, adequate, and sufficient notice of the Sale Motion, the transactions contemplated thereby (including the proposed assumption and assignment of the Assumed Contracts) and the Sale Hearing has been provided in accordance with sections 102, 105, 363 and 365 of the Bankruptcy Code and Bankruptcy

Rules 2002, 6004, 6006 and 9014; and (ii) no other or further notice of the Sale Motion, the transactions contemplated thereby and the Sale Hearing or the entry of this Order is required.

D. A reasonable opportunity to object or be heard with respect to the Sale Motion and the relief requested therein has been afforded to all interested persons and entities, including, but not limited to: (i) the Office of the United States Trustee (the “OUST”); (ii) the official committee of unsecured creditors (the “Creditors’ Committee”) appointed in the Debtors’ bankruptcy cases; (iii) known persons holding a lien, claim, encumbrance or other interest in, to or against any of the Purchased Assets; (iv) known parties to the Assumed Contracts; (v) applicable federal, state and local taxing authorities; (vi) applicable federal, state and local governmental units; and (vii) all entities who have filed a notice of appearance and request for service of papers in the Debtors’ bankruptcy cases pursuant to Bankruptcy Rule 2002.

E. The Debtors have marketed the Purchased Assets diligently, in good faith and in a commercially reasonable manner to secure the highest and/or best offer therefor.

F. The terms and conditions of the Purchase Agreement: (i) are fair and reasonable, (ii) valid, binding and enforceable, (iii) constitute the highest and best offer for the Purchased Assets, (iv) will provide a greater recovery for the Sellers’ creditors than would be provided by any other practical available alternative (v) constitute reasonably equivalent value and fair consideration for the Purchased Assets and (vi) are in the best interests of the Sellers, their bankruptcy estates, creditors, and all parties in interest. The Sale must be approved and consummated promptly in order to maximize the value of the Sellers’ estates.

G. The Purchaser is a good faith purchaser in accordance with section 363(m) of the Bankruptcy Code and, as such, is entitled to all of the protections afforded thereby.

H. Neither the Sellers nor the Purchaser has engaged in any conduct that would cause or permit the application of section 363(n) of the Bankruptcy Code to the Sale, including having the Purchase Agreement voided.

ACCORDINGLY, THE COURT HEREBY ORDERS THAT:

1. The Sale Motion is granted.

2. Any objections to the Sale Motion or the relief requested therein that have not been withdrawn, waived or settled, and all reservations of rights included therein, are overruled on the merits. Parties who did not object, or who withdrew their objections to the Sale Motion, are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.

3. The Purchase Agreement and all of the terms and conditions contained therein are approved and are binding upon the parties thereto.

4. The Debtors are authorized and directed, pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, to perform all of their obligations pursuant to the Purchase Agreement and to execute such other documents and take such other actions as are reasonably necessary to effectuate the transactions contemplated by the Purchase Agreement.

5. The sale of the Purchased Assets, pursuant to this Order and the Purchase Agreement, will vest the Purchaser with good title to the Purchased Assets and will be a legal, valid and effective transfer of the Purchased Assets free and clear of all liens, claims, interests or other Encumbrances (collectively, “Liens”), with all such Liens to attach to the net proceeds of sale of the Purchased Assets in the order of their priority, and with the same validity, priority, force and effect which such holder has prior to the sale of the Purchased Assets, subject to the rights, claims, defenses, and objections, if any, of the Debtors and all parties in interest, pursuant to sections 105(a), 363(f), and 365 of the Bankruptcy Code.

6. All persons or entities holding Liens in, to or against the Purchased Assets shall be, and they hereby are, forever barred from asserting such Liens against Purchaser and its successors and assigns, or against such Purchased Assets after Closing.

7. Subject to and conditioned on the Closing of the transactions contemplated by the Purchase Agreement, pursuant to sections 105(a) and 365 of the Bankruptcy Code, the Sellers’ assumption and assignment to the Purchaser, and the Purchaser’s assumption on the terms contained in the Purchase Agreement, of the Assumed Contracts is approved, and the requirements of section 365(b)(l) of the Bankruptcy Code with respect thereto, including without limitation that all Cure Amounts as determined by the Court have been paid or otherwise satisfied, are deemed satisfied.

8. The Purchase Agreement and any related agreements, documents or other instruments may be modified, amended, or supplemented through a written document signed by the parties in accordance with the terms thereof without further order of the Court; provided , however , that any such modification, amendment or supplement is neither material nor changes the economic substance of the transactions contemplated hereby.

9. Until these cases are closed or dismissed, the Court shall retain exclusive jurisdiction (a) to enforce and implement the terms and provisions of the Purchase Agreement, all amendments thereto, and any waivers and consents thereunder; (b) to compel the Sellers and the Purchaser to perform all of their respective obligations under the Purchase Agreement; (c) to resolve any disputes, controversies or claims arising out of or relating to the Purchase Agreement; and (d) to interpret, implement and enforce the provisions of this Order.

10. This Order shall be binding upon (i) the Debtors and their estates, (ii) all creditors of, and holders of equity interests in, any Debtor, (iii) all holders of Liens against or on

all or any portion of the Purchased Assets, (iv) the Purchaser, and (v) all successors and assigns of any of the foregoing, including any trustees that may be appointed in any of the Debtors’ bankruptcy cases.

11. The failure to include any particular provision of the Purchase Agreement in this Order shall not diminish or impair the effectiveness of that provision, it being the intent of the Court and the parties that the Purchase Agreement be approved and authorized in its entirety.

12. This Order constitutes a final order pursuant to 28 U.S.C. § 158(a). As provided by Bankruptcy Rule 7062, this Order shall be effective and enforceable immediately. The provisions of Bankruptcy Rules 6004(g) and 6006(d) staying the effectiveness of this Order for ten (10) days are hereby waived. This Court has found that time is of the essence in closing the transactions contemplated by the Purchase Agreement and the parties to the Purchase Agreement shall be authorized to close the sale as soon as possible consistent with the terms of the Purchase Agreement.

Dated: August , 2009




	The Honorable Kevin Gross
	United States Bankruptcy Judge

Exhibit 6.2(b)

FORM OF BILL OF SALE

BILL OF SALE dated as of , 2009, from Midway Games, Inc., a Delaware corporation, and Midway Home Entertainment Inc., a Delaware corporation, Midway Studios — Los Angeles Inc., a California corporation (collectively, “ Sellers ”), and THQ Inc., a Delaware corporation, (“ Purchaser ”).

WHEREAS, this Bill of Sale is being executed and delivered in connection with the consummation of the sale and purchase transaction contemplated in that certain Asset Purchase Agreement by and between Purchaser and Sellers, dated as of August 3, 2009 (hereinafter called the “ Purchase Agreement ”). Capitalized terms used but not otherwise defined in this Bill of Sale have the respective meanings set forth in the Purchase Agreement, the applicable terms of which are hereby incorporated by reference into this Bill of Sale; and

WHEREAS, pursuant to Section 2.1 of the Purchase Agreement, Sellers have agreed to sell, transfer, convey, assign and deliver to Purchaser, and Purchaser has agreed to purchase and accept, all of Sellers’ respective right, title and interest in and to the Purchased Assets; and

WHEREAS, pursuant to the Purchase Agreement, Sellers have agreed to execute and deliver this Bill of Sale with respect to the Purchased Assets to be conveyed by Sellers to Purchaser at the Closing.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, upon the terms and subject to the conditions set forth in the Purchase Agreement and the Sale Order, Sellers do hereby irrevocably and unconditionally sell, transfer, convey, assign and deliver to Purchaser all of Sellers’ right, title and interest in and to the Purchased Assets, free and clear of all liens, claims, interests, and other encumbrances within the meaning of Section 363(f) of the Bankruptcy Code; provided that Sellers are not selling, transferring, conveying, assigning or delivering any Excluded Assets.

TO HAVE AND TO HOLD the same unto Purchaser and its successors and assigns, to and for its or their use, forever, subject, however, to all terms, conditions and provisions in the Purchase Agreement and the Sale Order.

Except as provided in the Purchase Agreement or the Sale Order, the Purchased Assets are sold and conveyed “as is”, “where is”, and with all faults and defects, and Sellers make no warranty, express or implied, as to condition, description, fitness for a particular purpose, merchantability, or as to any other matter.

By its execution hereof, Purchaser hereby accepts the foregoing sale, transfer, conveyance, assignment and delivery.

Sellers hereby covenant and agree that they shall, at any time or from time to time hereafter at the reasonable request of Purchaser, execute and deliver such further instruments of conveyance, sale, transfer and assignment to Purchaser for any of the Purchased Assets.

Sellers hereby constitute and appoint Purchaser and its successors and assigns as its true and lawful attorneys in fact in connection with the transactions contemplated by this instrument, with full power of substitution, in the name and stead of Sellers but on behalf of and for the benefit of Purchaser and its successors and assigns, to demand and receive any and all of the Purchased Assets hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of Sellers or otherwise, for the benefit of Purchaser or its successors and assigns, proceedings at law, in equity, or otherwise, which Purchaser or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any of the Purchased Assets and to do all acts and things in relation to the Purchased Assets which Purchaser or its successors or assigns reasonably deem desirable.

The terms and provisions of this Bill of Sale shall be binding upon Sellers and their respective successors and assigns, and shall inure to the benefit of Purchaser and its successors and assigns.

Nothing in this Bill of Sale is intended to or shall confer upon any Person other than the parties, and their respective successors and assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Bill of Sale or any transaction contemplated by this Bill of Sale.

This Bill of Sale shall be governed by and construed and enforced in accordance with (i) the laws of the State of Delaware, without regard to its conflict of laws, rules or principles and (ii) the Bankruptcy Code, to the extent applicable.

To the extent any term or provision herein is inconsistent with the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control. To the extent that any term or provision herein or in the Purchase Agreement is inconsistent with the Sales Order, the Sales Order shall control.

This Bill of Sale may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed and delivered as of the date first set forth above.


	SELLERS: MIDWAY GAMES INC. MIDWAY HOME ENTERTAINMENT INC. MIDWAY STUDIOS — LOS ANGELES INC.
	By:
		Name:
		Title:


	PURCHASER: THQ INC.
	By:
		Name:
		Title:

Exhibit 6.2(c)

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of , 2009, by and among Midway Games, Inc., a Delaware corporation, and Midway Home Entertainment Inc., a Delaware corporation, and Midway Studios — Los Angeles Inc., a California corporation (collectively, “ Assignors ”), and THQ Inc., a Delaware corporation (“ Purchaser ” or “ Assignee ”).

WHEREAS, this Assignment and Assumption Agreement is being executed and delivered in connection with the consummation of the sale and purchase transaction contemplated in that certain Asset Purchase Agreement between Assignors and Purchaser dated as of August 3, 2009 (hereinafter called the “ Purchase Agreement ”). Capitalized terms used but not otherwise defined in this Assignment and Assumption Agreement have the respective meanings set forth in the Purchase Agreement, the applicable terms of which are hereby incorporated by reference into this Assignment and Assumption Agreement; and

WHEREAS, pursuant to Section 2.1 of the Purchase Agreement, Assignors have agreed to sell, transfer, convey, assign and deliver to Purchaser, and Purchaser has agreed to purchase and accept, all of Assignors’ respective right, title and interest in and to the Purchased Assets, including without limitation the Assumed Contracts; and

WHEREAS, pursuant to Article 3 of the Purchase Agreement, Purchaser has agreed to assume the Assumed Liabilities; and

WHEREAS, the parties hereto acknowledge that pursuant to that certain Bill of Sale of even date herewith, Assignors irrevocably and unconditionally sold, transferred, conveyed, assigned and delivered to Assignee all of Assignors’ right, title and interest in and to the Purchased Assets, which include the Assumed Contracts: and

WHEREAS, pursuant to the Purchase Agreement and subject to the Sale Order, the parties have agreed to execute this Assignment and Assumption Agreement with respect to the Assumed Contracts to be conveyed by Assignors to Purchaser at the Closing and with respect to Purchaser’s assumption of the Assumed Liabilities.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Assignors and Purchaser hereby agree as follows:

1. Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Sale Order and in accordance with Section 365(k) of the Bankruptcy Code, Purchaser hereby assumes and agrees to pay, satisfy and discharge when due, the Assumed Liabilities as set forth in Article 3 of the Purchase Agreement. Notwithstanding the foregoing, Purchaser shall not assume or be obligated to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Assignment and Assumption Agreement, or as a result of the consummation of the transactions contemplated by this Assignment and Assumption Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform any liabilities or obligations of Assignors other than the aforementioned Assumed Liabilities.

2. If any provision of this Assignment and Assumption Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations under this Assignment and Assumption Agreement of Assignors on the one hand and Assignee on the other hand will not be materially and adversely affected thereby, (a) such provision shall be fully severable; (b) this Assignment and Assumption Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Assignment and Assumption Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Assignment and Assumption Agreement; and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Assignment and Assumption Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.

3. The assumption by Assignee of the Assumed Liabilities as provided herein shall not be construed to defeat, impair or limit in any way any rights of Assignors or Assignee to dispute the validity or amount thereof.

4. The terms and provisions of this Assignment and Assumption Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

5. This Assignment and Assumption Agreement may not be amended or modified except by an instrument in writing signed by Purchaser and Assignors, and no performance, term or condition can be waived in whole or in part except by a writing signed by the party against whom enforcement of the waiver is sought.

6. Nothing in this Assignment and Assumption Agreement is intended to or shall confer upon any Person other than Purchaser and Assignors, and their respective successors and assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Assignment and Assumption Agreement or any transaction contemplated by this Assignment and Assumption Agreement.

7. To the extent any term or provision herein is inconsistent with the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control. To the extent that any term or provision herein or in the Purchase Agreement is inconsistent with the Sale Order, the Sale Order shall control.

8. This Assignment and Assumption Agreement shall be governed by and construed and enforced in accordance with (i) the laws of the State of Delaware, without regard to its conflict of laws rules or principles and (ii) the Bankruptcy Code, to the extent applicable. Without limiting any party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 14.7 of the Purchase Agreement;

provided, however, that if the Bankruptcy Case has closed, the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any such claim or dispute. Each party irrevocably consents to and confers personal jurisdiction on the courts referred to above, and irrevocably and unconditionally waives any objection to the venue of such courts, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto further agrees that service of process may be made on such party by mailing a copy of the pleading or other document by registered or certified mail, return receipt requested, to its addresses for the giving of notice provided for in Section 14.7 of the Purchase Agreement, with service being deemed to be made five (5) Business Days after the giving of such notice. PURCHASER AND ASSIGNORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9. This Assignment and Assumption Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.


MIDWAY GAMES INC. MIDWAY HOME ENTERTAINMENT INC. MIDWAY STUDIOS — LOS ANGELES INC.
By:
	Name:	Matthew Booty
	Title:	Chief Executive Officer

THQ INC.
By:
	Name:
	Title:

EXHIBIT 2.2

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

MIDWAY HOME ENTERTAINMENT INC.

AND

F+F PUBLISHING GmbH

FOR

100% OF THE ISSUED AND OUTSTANDING SHARE CAPITAL

MIDWAY GAMES GMBH

Dated as of August 5 , 2009

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS			2

1.1 Certain Definitions			2

ARTICLE II PURCHASE AND SALE			5

2.1 Purchase and Sale of Shares			5
2.2 Purchase Price			5
2.3 Payment of Purchase Price			5

ARTICLE III CLOSING AND TERMINATION			5

3.1 Closing Date			5
3.2 Deliveries by Seller			5
3.3 Deliveries by Purchaser			6
3.4 Termination of Agreement			7
3.5 Procedure Upon Termination			7
3.6 Effect of Termination			8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER			8

4.1 Organization			8
4.2 Authority			8
4.3 Capitalization			9
4.4 Financial Advisors			9

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER			9

5.1 Corporate Existence			9
5.2 Authority			9
5.3 Conflicts; Consents of Third Parties			10
5.4 Financial Advisors			10
5.5 Investment Intent			10
5.6 Accredited Investor			10
5.7 No Other Representations and Warranties			11

ARTICLE Va NO OTHER REPRESENTATIONS AND WARRANTIES			11

ARTICLE VI BANKRUPTCY COURT MATTERS			11

6.1 Bankruptcy Court Filings			11

ARTICLE VII COVENANTS			12

7.1 Conduct Pending Closing			12
7.2 Payment of Intercompany Obligations			12
7.3 Further Assurances			12
7.4 Preservation of Records			12
7.5 Publicity			13
7.6 Sale Order			13

-i-

TABLE OF CONTENTS
(continued)


			Page
7.7 Purchaser Covenants After Closing			13
7.8 Use of Names			13

ARTICLE VIII CONDITIONS TO CLOSING			14

8.1 Conditions Precedent to Obligations of Purchaser			14
8.2 Conditions Precedent to Obligations of Seller			15
8.3 Conditions Precedent to Obligations of Purchaser and Seller			15
8.4 Frustration of Closing Conditions			15

ARTICLE IX NO SURVIVAL			16

9.1 No Survival of Representations and Warranties			16
9.2 No Consequential Damages			16

ARTICLE X INDEMNIFICATION			16

10.1 Indemnification by Purchaser			16
10.2 Indemnification Procedures			16

ARTICLE XII MISCELLANEOUS			17

12.1 Expenses			17
12.2 Damages and Injunctive Relief			17
12.3 Submission to Jurisdiction; Consent to Service of Process			18
12.4 Waiver of Right to Trial by Jury			18
12.5 Entire Agreement; Amendments and Waivers			18
12.6 Governing Law			18
12.7 Notices			19
12.8 Severability			19
12.9 Binding Effect; Assignment			20
12.10 Non-Recourse			20
12.11 Counterparts			20
12.12 Time of the Essence; Calculation of Time Period			20
12.13 Exhibits/Schedules			21
12.14 Gender and Number			21
12.15 Headings			21
12.16 Certain Terminology			21
12.17 Negotiations			21

-ii-

Exhibits

A		Non-Affiliates

3.1		Form of Closing Confirmation

Schedules

4.3		Capitalization

4.4		Financial Advisors-Seller

7.2		Agreement Resolving Intercompany Obligations

7.10		Specification of Certain Desired Books and Records

-iii-

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT , dated as of August 5, 2009 (this “ Agreement ”), by and between Midway Home Entertainment Inc., a Delaware corporation (“ Seller ”) and F+F Publishing GmbH, a German limited liability company registered under the commercial registry of the Local Court ( Amtsgericht ) of Munich under reg. no. HRB 154344 (“ Purchaser ”). Capitalized terms used herein are defined in Section 1.1 .

RECITALS

A. Seller owns 100% of the issued and outstanding shares of Midway Games GmbH, a limited liability company registered under the commercial registry of the Local Court of Munich under reg. no. HRB 155321 (the “ Company ”);

B. On February 12, 2009 (“ Petition Date ”), Seller, its parent Midway Games Inc. (“ Parent ”) and Parent’s other U.S. Subsidiaries (collectively, the “ Debtors ”) concurrently commenced chapter 11 cases as debtors-in-possession under Title 11 of the United States Code, 11 U.S.C. §101 et seq. (the “ Bankruptcy Code ”), by filing their voluntary petitions for relief under chapter 11 of the Bankruptcy Code, before the United States Bankruptcy Court for the District of Delaware (“ Bankruptcy Court ”). Thereafter, the Bankruptcy Court entered its order that such cases be administered jointly in the presently pending chapter 11 case no. 10565-KG (“ Bankruptcy Case ”);

C. Pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors continue to operate their business and manage their properties, and administer their estate created by Section 541 of the Bankruptcy Code on the Petition Date as debtors-in-possession (collectively, or individually as the context may require, the “ Estate ”);

D. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Sellers, pursuant to Sections 105 and 363 of the Bankruptcy Code, all of the outstanding capital stock of the Company.

E. Following consultation with its financial advisors and reasonable due diligence, the board of directors of Seller has determined that subject to (i) sufficient notice of the proposed transaction and (ii) approval of the transactions contemplated by this Agreement by the Bankruptcy Court under Sections 105 and 363 of the Bankruptcy Code, it is, in light of the current circumstances, in the best interests of the Estate and the beneficiaries of such Estate to consummate the transactions contemplated by this Agreement, upon the terms and conditions set forth herein;

F. The management ( Geschäftsführung ) of Purchaser has determined that it is advisable and in the best interests of Purchaser to consummate, and has approved, the transactions contemplated by this Agreement, upon the terms and conditions set forth herein; and

G. On or before the expiration of two (2) Business Days after the date hereof, Seller will file the Sale Motion in the Bankruptcy Case requesting, inter alia, authorization to (i) enter into this Agreement and (ii) sell and transfer the Shares to Purchaser.

NOW , THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; provided, however , that no Person listed on Exhibit A hereto shall be deemed, for purposes of this Agreement, to be an Affiliate of Seller (or its Affiliates).

“ Agreement ” has the meaning ascribed to it in the Preamble.

“Attorneys Fees” means an amount equal to 100% of the fees of SKW Schwarz Rechtsanwälte incurred in connection with the negotiation and consummation of this Agreement, the Sale Transfer Agreement and any accessory documents as notified (on a best estimate basis) sufficiently prior to the Closing Date.

“ Attorneys Account ” shall be the following bank account: Owner: SKW Schwarz Rechtsanwälte, bank: Reuschel & Co., Munich, account no.: 100 985 0, IBAN: DE 50 700 303000 100 985 000, SWIFT: REUC DE MM, reference: “ 50% of Attorneys Fees Sale Midway Games GmbH ”

“ Bankruptcy Case ” has the meaning ascribed to it in the Recitals.

“ Bankruptcy Code ” has the meaning ascribed to it in the Recitals.

“ Bankruptcy Court ” has the meaning ascribed to it in the Recitals.

“ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“ Closing ” has the meaning ascribed to it in Section 3.1 .

“ Closing Date ” has the meaning ascribed to it in Section 3.1 .

“ Closing Confirmation ” has the meaning ascribed to it in Section 3.1 .

“ Company ” has the meaning ascribed to it in the Recitals.

-2-

“ Contract ” means any written contract, indenture, note, bond, lease or other agreement.

“ Damages ” means any and all losses, damages, claims, demands, causes of action, suits or judgments of any nature, costs and expenses (including reasonable fees and expenses of attorneys).

“ Debtors ” has the meaning ascribed to it in the Recitals.

“ Defense ” has the meaning ascribed to it in Section 10.2(b) .

“ Effective Date ” means August 5, 2009, the date of this Agreement.

“ Estate ” has the meaning ascribed to it in the Recitals.

“ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“ Indemnification Matter ” has the meaning ascribed to it in Section 10.2 .

“ Indemnification Notice ” has the meaning ascribed to it in Section 10.2(a) .

“ Intercompany Agreement ” has the meaning ascribed to it in Section 7.2 .

“ Law ” means any federal, state, local or foreign law, statute, code, ordinance, rule or regulation.

“ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a Governmental Body.

“ Liabilities ” means any direct or indirect indebtedness, liability or obligation, known or unknown, fixed or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise.

“ Notarization Fees ” means an amount equal to 100% of the statutory fees and out-of-pocket expenses for the notarization of this Agreement and any accessory documents required or useful for the consummation of this Agreement.

“ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

“ Parent ” has the meaning ascribed to it in the Recitals.

“ Parties ” means the Seller and the Purchaser.

“ Person ” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

-3-

“ Petition Date ” has the meaning ascribed to it in the Recitals.

“ Purchase Price ” has the meaning ascribed to it in Section 2.23 .

“ Purchaser ” has the meaning ascribed to it in the Preamble.

“ Purchaser Account ” shall be the following bank account: Owner: F+F Publishing GmbH, bank: Kreissparkasse München Starnberg, account no.: 10 58 10 49, IBAN: DE 197025 0150 0010 5810 49, SWIFT Code: BYLA DE M1KMS, reference: “ 50% of notarization fee ”

“ Purchaser Documents ” has the meaning ascribed to it in Section 5.2 .

“ Sale Hearing ” means the hearing before the Bankruptcy Court to consider Seller’s motion for entry of the Sale Order.

“ Sale Motion ” means the motion (including such amendments and supplements as are acceptable to Purchaser and Seller) of Seller seeking approval from the Bankruptcy Court for entry of the Sale Order.

“ Sale Order ” shall be an Order or Orders of the Bankruptcy Court approving this Agreement and all of the respective terms and conditions hereof, and approving and authorizing Seller to consummate the transactions contemplated hereby.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Seller ” has the meaning ascribed to it in the Preamble.

“ Seller Documents ” has the meaning ascribed to it in Section 4.2 .

“ Seller Indemnified Parties ” has the meaning ascribed to it in Section 10.1(a) .

“ Share Transfer Agreement ” has the meaning ascribed to it in Section 3.2.(a) .

“ Shares ” means all shares ( Geschäftsanteile ) in the Company as set forth on Schedule 4.3 .

“ Tax Authority ” means any federal, state, local or foreign government, or agency, instrumentality or employee thereof, charged with the administration of any Law or regulation relating to Taxes.

“ Taxes ” means (a) all federal, state, local or foreign taxes, charges or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, and (b) all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority in connection with any item described in clause (a).

“ Termination Date ” has the meaning ascribed to it in Section 3.4(a) .

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ARTICLE II

PURCHASE AND SALE

2.1 Purchase and Sale of Shares . On the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Purchaser and Purchaser hereby purchases from Seller, the Shares.

2.2 Transfer of Shares . Becoming effective on the Closing Date, the Seller shall transfer and assign to Purchaser and Purchaser shall accept such transfer and assignment of, the Shares as set forth in Share Transfer Agreement, subject to the Closing Confirmation as defined in Section 3.1 below being executed by both Parties. The Parties acknowledge that the Closing shall occur only in the event that a final Order of the Bankruptcy Court is entered approving the sale of the Shares.

2.3 Purchase Price . The purchase price for the Shares (the “ Purchase Price ”) shall be One Euro ( € 1) payable by check issued to Seller or in cash.

ARTICLE III

CLOSING AND TERMINATION

3.1 Closing Date .

(a) Subject to the satisfaction of the conditions set forth in Sections 3.2 , 3.3 , 8.1 , 8.2 and 8.3 , hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the purchase and sale of the Shares provided for in ARTICLE II hereof (the “ Closing ”) shall take place, and Purchaser and Seller shall consummate the purchase and sale transaction contemplated hereby, at the offices of Blank Rome LLP located at 405 Lexington Avenue, New York, New York at 10:00 a.m. (Eastern time) on the date designated by Seller that is not more than two (2) Business Days following the satisfaction or waiver of the conditions set forth in ARTICLE VIII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another place or places, time or date, or both, or manner are agreed to in writing by the parties hereto. The date on which the Closing shall be held is referred to in this Agreement as the “ Closing Date .” The Parties mutually undertake to duly execute and issue at the Closing two counterparts of a joint confirmation stating the Closing Date and stating that all deliveries by Seller and by Purchaser under Section 3 of this Agreement have been made or waived and that the Closing of the transactions contemplated in this Agreement has been effected (“ Closing Confirmation ”), essentially in the form as attached on Exhibit 3.1 hereto.

(b) On the Closing Date, a transfer deed under German law transferring the Shares from Seller to Purchaser (“ Share Transfer Agreement ”) shall be duly executed and notarized in Germany by a German notary public ( Notar ).

3.2 Deliveries by Seller . At the Closing, Seller shall deliver to Purchaser:

(a) a copy of the duly executed and notarized Share Transfer Agreement;

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(b) the officer’s certificates required to be delivered pursuant to Sections 8.1(a) and 8.1(b) ;

(d) payment by Seller to SKW Schwarz Rechtsanwälte onto the Attorneys Account of an amount equal to 50% of the Attorneys Fees;

(e) payment by Seller to Purchaser onto the Purchaser Account of an amount equal to 50% of the Notarization Fees;

(f) a duly executed copy of the Sale Order;

(g) the minutes duly signed by the Seller, of a general shareholders meeting of the Company including the following resolutions with effect of the Closing Date: (i) revocation of the appointment of Mr. Miguel Iribarren as managing director ( Geschäftsführer ) of the Company, (ii) revocation of the appointment of Mr. Uwe Fürstenberg as holder of general powers of representation ( Prokurist ) of the Company, and (iii) appointment of Mr. Uwe Fürstenberg as managing director ( Geschäftsführer ) with sole signature power and released from the restrictions of section 181 of the German Civil Code (prohibition of double representation and self-contracting);

(h) three duly executed original copies of the 12/31/2008 annual accounts for the Company;

(i) a letter by Mark Thomas and his relevant Affiliates confirming the release of the pledge of the Shares and the discharge of the Company and the Purchaser from all obligations and liability related thereto;

(j) a duly executed copy of the termination of the Abstract Acknowledgement of Debt (Parallel Debt) Agreement as set forth under the Intercompany Agreement; and

(k) such other documents, instruments and certificates as Purchaser may reasonably request.

3.3 Deliveries by Purchaser . At the Closing, Purchaser shall deliver to Seller:

(a) the Purchase Price;

(b) the officer’s certificate required to be delivered pursuant to Sections 8.2(a) and 8.2(b) ;

(c) executed copies of the acceptance and assumption by Purchaser of the MGG/MGL Balance and the MGG/MHE Balance (both as defined in the Intercompany Agreement) and payment for the same, all as specified in the Intercompany Agreement; and

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(d) such other documents, instruments and certificates as Seller may reasonably request.

3.4 Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

(a) by Purchaser or Seller in writing, if the Closing shall not have occurred by the close of business on August 31, 2009 (the “ Termination Date ”); provided , however , that, if the Closing shall not have occurred due to the failure of the Bankruptcy Court to enter the Sale Order and if all other conditions to the respective obligations of the parties to close hereunder that are capable of being fulfilled by the Termination Date shall have been so fulfilled or waived, then no party may terminate this Agreement prior to September 30, 2009; provided, further , that if the Closing shall not have occurred on or before the Termination Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser or Seller, then the breaching party may not terminate this Agreement pursuant to this Section 3.4(a) ;

(b) by mutual written consent of Seller and Purchaser;

(c) by Purchaser, if any of the conditions to the obligations of Purchaser set forth in Sections 8.1 and 8.3 shall have become incapable of fulfillment other than as a result of a breach by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not waived by Purchaser;

(d) by Seller, if any condition to the obligations of Seller set forth in Sections 8.2 and 8.3 shall have become incapable of fulfillment other than as a result of a breach by Seller of any covenant or agreement contained in this Agreement, and such condition is not waived by Seller;

(e) by Purchaser, if there shall be a breach by Seller of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Sections 8.1 or 8.3 and which breach cannot be cured or has not been cured by the earlier of (i) twenty (20) Business Days after the giving of written notice by Purchaser to Seller of such breach and (ii) the Termination Date;

(f) by Seller, if there shall be a breach by Purchaser of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Sections 8.2 or 8.3 and which breach cannot be cured or has not been cured by the earlier of (i) twenty (20) Business Days after the giving of written notice by Seller to Purchaser of such breach and (ii) the Termination Date; or

(g) by Seller or Purchaser if there shall be in effect a final non-appealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

3.5 Procedure Upon Termination . In the event of termination by Purchaser or Seller, or both, pursuant to Section 3.4 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Shares

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hereunder shall be abandoned, without further action by Purchaser or Seller. If this Agreement is terminated as provided herein each party shall redeliver to the party furnishing the same or destroy all confidential non-public documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof.

3.6 Effect of Termination . In the event that this Agreement is validly terminated as provided herein, each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser or Seller; provided, however , that, if this Agreement is terminated because of a breach of this Agreement by the non-terminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the non-terminating party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser that on the Closing Date:

4.1 Organization .

(a) The Company is a limited liability company duly organized and existing as such in accordance with applicable German Law. Except as otherwise stipulated by this Agreement, the sole managing director ( Geschäftsführer ) of the Company is Mr. Miguel Iribarren and its sole holder of general powers of representation ( Prokurist ) is Mr. Uwe Fürstenberg.

(b) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

4.2 Authority . Except for such authorization as is required by the Bankruptcy Court (as hereinafter provided for), Seller has all requisite corporate power, authority and legal capacity to execute and deliver this Agreement and has all requisite corporate power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement to which Seller is a party or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “ Seller Documents ”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto), the entry of the Sale Order, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute,

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legal, valid and binding obligations of Seller enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, now or hereafter in effect, and subject, as to enforceability, 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).

4.3 Capitalization and Ownership . The Shares of the Company are set forth on Schedule 4.3 . The Shares constitute all of the shares or other ownership interests of the Company and are owned by Seller free and clear of all liens, pledges, mortgages and any other encumbrances or security interest.

4.4 Financial Advisors . Except as set forth on Schedule 4.4 , no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Seller or the Company in connection with the transactions contemplated by this Agreement and no Person engaged by Seller is entitled to any fee or commission or like payment from Purchaser in respect thereof.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller that on the Closing Date:

5.1 Corporate Existence . Purchaser is a limited liability company ( Gesellschaft mit beschränkter Haftung — GmbH ) duly organized, validly existing, and in good standing under the laws of Germany.

5.2 Authority . Purchaser has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “ Purchaser Documents ”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on behalf of Purchaser. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly and validly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, now or hereafter in effect, and subject, as to enforceability, 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).

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5.3 Conflicts; Consents of Third Parties .

(a) To the knowledge of Purchaser, none of the execution and delivery by Purchaser of this Agreement or the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (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 articles of association ( Satzung ) of Purchaser, (ii) any Contract or permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law.

(b) To the knowledge of Purchaser, no consent, waiver, approval, Order, permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated hereby or thereby, or for Purchaser to purchase the Shares or operate the Company’s business.

5.4 Financial Advisors . No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person engaged by Purchaser is entitled to any fee or commission or like payment from Seller in respect thereof.

5.5 Investment Intent . Purchaser is acquiring the Shares solely for the purpose, as of the Closing Date, of investment and not with a view (as of the Closing Date) to, or for sale in connection with, any distribution thereof. Purchaser shall not offer to sell or otherwise dispose of any of the Shares in violation of any Law applicable to any such offer, sale or other disposition. Purchaser acknowledges that (i) the Shares have not been registered under the Securities Act of 1933, as amended, or any state securities Laws and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) there is no public market for the Shares and there can be no assurance that a public market will develop; and (iii) Purchaser must bear the economic risk of its investment in the Shares for an indefinite period of time.

5.6 Accredited Investor . Purchaser (i) is a sophisticated investor with knowledge and experience in business and financial matters and is to be able to evaluate the risks and merits of its acquisition of the Company, and it is able financially to bear the risks thereof, (ii) has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and ask questions with respect thereto and (iii) has been provided access to all available information about the Company requested by Purchaser.

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ARTICLE Va

NO OTHER REPRESENTATIONS AND WARRANTIES

Notwithstanding anything contained in this Agreement to the contrary, each Party acknowledges and agrees that the other Party is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the other Party in ARTICLE IV or ARTICLE V hereof, as applicable (as modified by the Schedules hereto). Any claims a Party may have for breach of representation or warranty shall be based solely on the representations and warranties of the other Party set forth in ARTICLE IV or ARTICLE V hereof, as applicable (as modified by the Schedules hereto). Each Party further represents that neither the other Party nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the other Party, the Company, the other Party’s and the Company’s respective businesses, their assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, neither Party, nor any of its Affiliates or any other Person will have or be subject to any liability to the Party or any other Person resulting from the distribution to such Party or its representatives or such Party’s use of, any such information, including any confidential memoranda distributed on behalf of the other Party relating to the Company, its business or assets or other publications or data room information provided to each Party or its representatives, or any other document or information in any form provided to each Party or its representatives in connection with the sale of the Shares and the transactions contemplated hereby. Each Party acknowledges that it has conducted to its satisfaction, its own independent investigation of the Company and, in making the determination to proceed with the transactions contemplated by this Agreement, each Party has relied on the results of its own independent investigation.

ARTICLE VI

BANKRUPTCY COURT MATTERS

6.1 Bankruptcy Court Filings . As promptly as practicable following the execution of this Agreement, but in any case no later than two (2) Business Days thereafter, Seller shall file with the Bankruptcy Court the Sale Motion seeking entry of the Sale Order. Seller shall use commercially reasonable efforts to obtain entry of the Sale Order in due course. Purchaser agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining entry of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement. At the Sale Hearing, Seller shall ask the Bankruptcy Court to approve Purchaser as the buyer of the Shares. Purchaser shall not, without the prior written consent of Seller, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Shares hereunder.

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ARTICLE VII

COVENANTS

7.1 Conduct Pending Closing . Between the Effective Date and the Closing Date, Seller shall cause the Company, except as (i) otherwise explicitly stipulated by this Agreement or (ii) approved by Purchaser in advance in writing:

(a) Not to amend its certificate of incorporation or by-laws or other organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Company, including repurchasing, redeeming or otherwise acquiring any Shares, without the prior consent of Purchaser;

(b) Not to issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional equity interests, or any options, warrants or rights of any kind to acquire any equity interests or other interests of any class or any debt or equity securities which are convertible into or exchangeable for such interests;

(d) Not to enter into any transaction outside the ordinary course of business of the Company that would reasonably be expected to have a material adverse effect on the assets, business, financial condition, prospects and structure of the Company.

7.2 Resolution of Intercompany Obligations . At or prior to the Closing, Seller and its Affiliates shall enter into the agreement attached hereto as Schedule 7.2 (the “ Intercompany Agreement ”) to resolve certain of their intercompany obligations so that there shall be no intercompany obligations outstanding between the Company and any of Seller or its other Affiliates at the Closing Date. Prior to the Closing, the Parties shall negotiate in good faith a form of assignment and acceptance of the MGG/MGL Balance and the MGG/MHE Balance (both as defined in the Intercompany Agreement) Seller will transfer to Purchaser in accordance with the Intercompany Agreement.

7.3 Further Assurances . Each of the Parties hereto shall use its commercially reasonable efforts to (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.

7.4 Preservation of Records . Each of the parties hereto agrees to preserve, segregate and keep the records held by it or its Affiliates relating to the Company for a period of six (6) months from the Closing Date and shall make such records and personnel available to the other, subject to compliance with applicable Law, as may be reasonably required by such party in connection with, among other things, the Bankruptcy Case or any matters or proceedings in connection therewith, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and each

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other agreement, document or instrument contemplated hereby or thereby. In the event Seller or Purchaser wish to destroy such records before or after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, to take possession of the records within ninety (90) days after the date of such notice.

7.5 Publicity . Neither Seller nor Purchaser, nor their respective Affiliates, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser, Seller or Parent, disclosure is otherwise required by applicable Law, or by the Bankruptcy Court with respect to filings to be made with the Bankruptcy Court or the SEC in connection with this Agreement, or by the applicable rules of any stock exchange on which Parent lists securities; provided that the party intending to make such release shall use its commercially reasonable efforts consistent with such applicable Law or Bankruptcy Court requirement to consult with the other party with respect to the text thereof. For reasons of clarification: Nothing herein shall prevent the Purchaser or the Company from notifying its business partners (e.g. distribution or other contract partners) of the transactions contemplated herein, individually after the Closing Date.

7.6 Sale Order . Seller and Purchaser shall use commercially reasonable efforts to obtain the Sale Order. If a written objection is filed to the Sale Motion, which is an objection which would prohibit or otherwise prevent the Closing from occurring pursuant to the terms of this Agreement, Seller and Purchaser shall use commercially reasonable efforts to have such objection overruled.

7.7 Purchaser Covenants After Closing . Purchaser covenants and agrees that it shall, from and for six months after the Closing Date (unless otherwise agreed with Seller), upon reasonable advance notice, afford to Seller’s and its Affiliates’ officers, independent public accountants, attorneys, consultants and other representatives, reasonable access during normal business hours to the books and records of the Company.

7.8 Use of Names . Effective as of immediately after the Closing Purchaser shall and/or shall cause the Company to, as soon as reasonably practicable: (i) change the name of the Company to a name that does not include the name “Midway” or any derivation thereof, (ii) make such filings as are necessary to withdraw the right to use “Midway” as an assumed name in any jurisdiction, and (iii) cease using the name “Midway” or any derivation thereof except with respect to the sale of inventory bearing the MIDWAY trademark. After the Closing, Purchaser shall not hold itself or the Company out as associated with Parent, Seller or any of their respective Affiliates.

7.9 IT Support . After the Closing, Seller shall, and shall use reasonable efforts to cause the other Debtors to, at no charge (a) continue to provide the Company with e-mail, internet and other information technology (such as the Lawson financial information system) services as such is currently being provided for so long as Debtors are financially able to do so and are operating or obtaining the same for their own benefit, and (b) supply reasonable assistance, to the extent they have personnel available to do so, to the Company in its transition

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away from the use of such services. In addition, to the extent that information technology (such as copies of spreadsheet software) is located at the facilities (or in the custody of employees) of the Company but was obtained by the Company through the Debtors, Seller shall, and shall use reasonable efforts to cause the other Debtors to, assist the Company, at the Company’s expense, to confirm the Company’s ability to continue to possess and use such technology.

7.10 Books and Records . Promptly after the Closing, Seller shall, and shall use reasonable efforts to cause the other Debtors to, deliver or cause to be delivered to the Company the books and records of the Company within Debtors’ possession or control, each to the extent not yet in possession of the Company, including, without limitation, computerized copies of financial data for the seven (7) years prior to the Closing in a format reasonably specified by the Company, as well as the data, information, documents and materials described on Schedule 7.10 hereto.

7.11 Legal Affairs . After the Closing, Seller shall, and shall use reasonable efforts to cause the other Debtors to, at no charge (a) permit the Company to consult with the employees of the Debtors to obtain their knowledge of the legal affairs of the Company and the legal services provided to the Company prior to the Closing, and (b) supply reasonable assistance, to the extent they have personnel available to do so, to the Company in its transition away from the use of legal services provided by the employees of the Debtors.

7.12 Royalties . Purchaser shall cause the Company to pay directly and timely to any third parties (excluding any Debtor) all royalties that may become due and payable to such third parties based on the Company’s sales after the Closing Date of inventory bearing the MIDWAY trademark. Within ten (10) days after the Closing, Purchaser shall cause the Company to deliver to Seller all information needed by Seller or any other Debtor to calculate any royalties to third parties (other than Debtors) arising from the sales made by the Company during the period April 1, 2009 through the date of the Closing (the scope of such information being determined by the scope of information supplied by the Company to Debtors prior to the date of this Agreement for the purposes of calculating any royalties to third parties (other than Debtors) arising from the sales made by the Company during quarters ending on or before March 31, 2009). If all such information has not been delivered to Seller by the end of such ten (10) day period, then for each week thereafter until all such information has been delivered Purchaser shall promptly pay to Seller an administrative fee of 10,000 Euros.

ARTICLE VIII

CONDITIONS TO CLOSING

8.1 Conditions Precedent to Obligations of Purchaser . The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date, and

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Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect;

(b) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; and

8.2 Conditions Precedent to Obligations of Seller . The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date, and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;

(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; and

8.3 Conditions Precedent to Obligations of Purchaser and Seller . The respective obligations of Purchaser and Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Seller, each in such party’s sole discretion, in whole or in part to the extent permitted by applicable Law):

(a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and

(b) the Bankruptcy Court shall have entered the Sale Order and any stay period applicable to the Sale Order shall have expired or shall have been waived by the Bankruptcy Court, and such Sale Order shall be in full force and effect, and shall not have been modified, as of the Closing Date.

8.4 Frustration of Closing Conditions . Neither Seller nor Purchaser may rely on the failure of any condition set forth in Sections 8.1 , 8.2 or 8.3 , as the case may be, if such failure was caused by such party’s failure to comply with any provision of this Agreement.

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ARTICLE IX

NO SURVIVAL

9.1 No Survival of Representations and Warranties . The parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the parties shall have any liability to each other after the Closing for any breach thereof (provided that Article Va shall, for the avoidance of doubt, survive the Closing hereunder). The parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder and each party hereto shall be liable to the other after the Closing for any breach thereof ( provided , that Seller shall have no liability to Purchaser for any breach of any covenant to be performed prior to Closing).

9.2 No Consequential Damages . Notwithstanding anything to the contrary elsewhere in this Agreement, no party, and none of Parent, the Company, Midway Games Limited, Midway Studios-Newcastle Limited and Midway Games SAS, shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive Damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof. The parties agree that Parent, the Company, Midway Games Limited, Midway Studios-Newcastle Limited and Midway Games SAS are each intended as a third party beneficiary of this Section 9.2.

ARTICLE X

INDEMNIFICATION

10.1 Indemnification by Purchaser . Following the Closing Date, Purchaser shall indemnify and hold harmless Seller, Parent, its Affiliates, successors and permitted assigns and their respective officers, directors, members, employees, agents and representatives (individually, a “ Seller Indemnified Party ” and, collectively, the “ Seller Indemnified Parties ”), unless otherwise stipulated by this Agreement, from and against any and all Liabilities, Taxes, losses, Damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses), of any nature whatsoever, which relate to the assets, properties, business or operations of the Company, whether arising prior to or after the Closing Date and whether known of unknown at the Closing Date.\

10.2 Indemnification Procedures . With respect to each event, occurrence or matter (“ Indemnification Matter ”) as to which any Seller Indemnified Party is entitled to indemnification from Purchaser under this Article X :

(a) Notice . Within ten (10) days after any Seller Indemnified Party receives written documents underlying the Indemnification Matter or, if the Indemnification Matter does not involve a third-party action, suit, claim or demand, promptly after the Seller Indemnified Party first has actual knowledge of the Indemnification Matter, the Seller Indemnified Party shall give notice to Purchaser of the nature of the Indemnification Matter and the amount demanded or claimed in connection therewith (“ Indemnification Notice ”), together with copies of any such written documents, if any.

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(b) Defense . If a third-party action, suit, claim or demand is involved, then, upon receipt of the Indemnification Notice, Purchaser shall, at its expense and through counsel of its choice, assume and have sole control over the litigation, defense or settlement (the “ Defense ”) of the Indemnification Matter, except that (a) the Seller Indemnified Party may, at its option and expense and through counsel of its choice, participate in (but not control) the Defense; (b) Purchaser shall not consent to any judgment, or agree to any settlement (without the Seller Indemnified Party’s prior written consent, which consent may not be unreasonably withheld); which would result in the imposition of an Order which would restrict the future activity or conduct of the Seller Indemnified Party or any Affiliate thereof or if such judgment or settlement does not include an unconditional release of the other party for any liability arising out of such action, suit, claim, or demand. In any event, Purchaser and the Seller Indemnified Party shall fully cooperate with each other in connection with the Defense, including without limitation by furnishing all available documentary or other evidence as is reasonably requested by the other.

(c) Payments . All amounts owed by Purchaser to the Seller Indemnified Party (if any) shall be paid in full within ten (10) Business Days after a final Order (without further right of appeal) determining the amount owed is rendered, or after a final settlement or agreement as to the amount owed is executed.

ARTICLE XI

MISCELLANEOUS

11.1 Expenses . Except as otherwise provided in this Agreement, each of Seller and Purchaser shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby. However, notwithstanding the generality of the preceding sentence, the Seller shall (i) bear 50% of the Attorneys Fees as set forth in Section 3.2.(d) above (while the remaining 50% of the Attorneys Fees and all other fees and charges by SKW Schwarz Rechtsanwälte incurred in relation to this Agreement and the transactions contemplated herein shall be borne by the Company and/or the Purchaser); and (ii) reimburse to Purchaser 50% of the Notarization Fees as set forth in Section 3.2.(e) above (while the remaining 50% of the Notarization Fees and all other notarization fees and charges incurred in relation to this Agreement and the transactions contemplated herein shall be borne by the Purchaser).

11.2 Damages and Injunctive Relief . Damages at law may be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement and, accordingly, any party hereto shall be entitled to injunctive relief with respect to any such breach, including without limitation specific performance of such covenants, promises or agreements or an Order enjoining a party from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement. The rights set forth in this Section 11.2 shall be in addition to any other rights which a party may have at law or in equity pursuant to this Agreement.

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11.3 Submission to Jurisdiction; Consent to Service of Process .

(a) Without limiting any party’s right to appeal any Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 11.7 hereof; provided , however , that if the Bankruptcy Case has closed, the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 11.7 .

11.4 Waiver of Right to Trial by Jury . Each party to this Agreement waives any right to trial by jury in any action, matter or proceeding regarding this Agreement or any provision hereof or therein to the extent permitted by Law.

11.5 Entire Agreement; Amendments and Waivers . This Agreement (including the schedules and exhibits hereto), represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought, unless any stricter form requirement applies by Law. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law.

11.6 Governing Law . Except to the extent inconsistent with the Bankruptcy Code and except for the Share Transfer Agreement, which shall exclusively be governed by

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German law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State without regard to conflicts of laws principles thereof.

11.7 Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one (1) Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

If to Seller, to:

Midway Home Entertainment Inc.
10636 Scripps Summit Court
Suite 100
San Diego, CA 92131
Facsimile: (858) 790-3790
Attn: General Counsel

With a copy (which shall not constitute notice) to:

Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
Facsimile: (917) 332-3733
Attn: Jeffrey N. Siegel, Esq.
Pamela E. Flaherty, Esq.

If to Purchaser, to:

F+F Publishing GmbH
St. Jakob Strasse 18
D-82319 Starnberg
Facsimile: +49 (8157) 9976 42
Attn: Uwe Fürstenberg

With a copy (which shall not constitute notice) to:

SKW Schwarz Rechtsanwälte
Wittelsbacherplatz 1
D-80333 Munich
Facsimile: +49 89 280 94 32
Attn: Dr. Matthias Nordmann

11.8 Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions

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of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

11.9 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Seller or Purchaser (by operation of Law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void. No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires. In the event that a chapter 11 trustee should be appointed for Seller, or in the event that Seller’s Bankruptcy Case should be converted to a case under chapter 7, or in the event there shall be an approved and confirmed plan of reorganization in Seller’s Bankruptcy Case, the rights and obligations of Seller hereunder shall be binding upon and inure to the benefit of any duly appointed trustee appointed in Seller’s Bankruptcy Case or any successor under a confirmed chapter 11 plan of reorganization or liquidation in Seller’s Bankruptcy Case.

11.10 Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, counsel or equityholder of Seller shall have any liability for any obligations or liabilities of Seller under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

11.11 Counterparts . This Agreement may be executed in as many counterparts as may be required, which counterparts may be delivered by facsimile or electronic mail, and it shall not be necessary that the signature of, or on behalf of, each party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All such counterparts when taken together shall constitute a single and legally binding agreement.

11.12 Time of the Essence; Calculation of Time Period . Each party hereto acknowledges and agrees that time is of the essence for each and every provision of this Agreement and that the breach of any provision hereof requiring any act to be done or step to be taken within a certain period or prior to a certain date or time shall be deemed a material breach of this Agreement. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

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11.13 Exhibits/Schedules . All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one schedule shall be deemed to have been disclosed on each other schedule. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

11.14 Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

11.15 Headings . The provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any Section are to the corresponding Section of this Agreement unless otherwise specified.

11.16 Certain Terminology . The words “herein,” “hereinafter,” “hereof” and “hereunder” and words to similar effect refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

11.17 Negotiations . The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[ Remainder Of This Page Intentionally Left Blank ]

[ Signature Page To Follow ]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

MIDWAY HOME ENTERTAINMENT INC.


By:		/s/ Matthew Booty Name: Matthew Booty
		Title: Chief Executive Officer

F+F PUBLISHING GmbH


By:		/s/ Uwe Fürstenberg Name: Uwe Fürstenberg
		Title: Geschäftsführer

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Exhibit A

Mark Thomas
MT Acquisition Holdings LLC
Acquisition Holdings Subsidiary I LLC

DISCLOSURE SCHEDULE

Terms defined in the Stock Purchase Agreement, dated as of August 5, 2009 (the “ Purchase Agreement ”), by and between Midway Home Entertainment Inc., a Delaware corporation (“ Seller ”) and F+F Publishing GmbH, a German limited liability company, and not otherwise defined in this Disclosure Schedule have the meanings given in the Purchase Agreement. The section numbers below correspond to the section numbers of the representation and warranties in the Purchase Agreement which are modified by the disclosures; provided , however , that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Purchase Agreement or this Disclosure Schedule where such disclosure would be reasonably apparent on the face of such disclosure.

To the extent that any representation or warranty contained in the Purchase Agreement is limited to or qualified by the materiality of the matters to which the representation or warranty is given, the inclusion of any matter in this Disclosure Schedule does not constitute a determination that such matters are material. The disclosure of a particular item of information in this Disclosure Schedule will not be an admission of any liability or obligation by Seller, to any third party nor any admission against the interest of Seller.

Schedule 4.3

Capitalization


Shareholder	Shares ( *Geschäftsanteile)* in €
Midway Home Entertainment Inc.		24,750.00
Midway Home Entertainment Inc.		250.00
Midway Home Entertainment Inc.		13,100.00

Total		38,100.00

Schedule 4.4

Financial Advisors-Seller

Lazard Fréres & Co. LLC

Schedule 7.2

Intercompany Agreement

AGREEMENT

AGREEMENT (this “Agreement”) dated as of August [___], 2009 [to be entered into as of the Closing Date, as defined below] by and among the signatories hereto.

WHEREAS, the parties hereto are Midway Games Inc. (“MGI”), its wholly owned subsidiary Midway Home Entertainment Inc., a Delaware corporation (“MHE”), and the following wholly owned subsidiaries of MHE: Midway Games Limited, an English limited liability private company, registered with company number 03801663 (“MGL”); Midway Games SAS, a French société par actions simplifiée, registered with company no. 484 780 333 R.C.S. Paris (“MGS”); and Midway Games GmbH, a limited liability company registered with the commercial registry of the Local Court (Amtsgericht) of Munich under reg. no. 155321 (“MGG”); and

WHEREAS, MGL is the sole stockholder of Midway Studios-Newcastle Limited (“Newcastle”); and

WHEREAS, on February 12, 2009 (“Petition Date”), MGI and MGI’s U.S. subsidiaries (collectively, the “Debtors”) concurrently commenced chapter 11 cases as debtors-in-possession under Title 11 of the United States Code, 11 U.S.C. §101 et seq. (the “Bankruptcy Code”), by filing their voluntary petitions for relief under chapter 11 of the Bankruptcy Code, before the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) and thereafter, the Bankruptcy Court entered its order that such cases be administered jointly in the presently pending chapter 11 case no. 10565-KG (“Bankruptcy Case”); and

WHEREAS, MHE is about to sell (a) all of the capital stock of both MGL and MGS to Spiess Media Holding UG ( haftungsbeschränkt / limited liability) and (b) all of the capital stock of MGG to F+F Publishing GmbH (“F+F”) pursuant to an agreement with F+F (“the F+F Agreement”), but prior to such sales, the parties hereto wish to resolve some of the intercompany accounts between and among them as of the closing date of such sales (such sales are intended to close on the same date and the closing and such date are referred to as the “Closing” and the “Closing Date”, respectively) on the terms set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. Definitions . When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1:

“ MGG/MHE Balance ” means the current intercompany balance from MGG to MHE.

“ MGG/MGL Initial Balance ” means the current intercompany balance from MGG to MGL prior to the assignment and payment referenced in Section 2(b) below.

“ MGG/MGL Residual Balance ” means the intercompany balance from MGG to MGL after the assignment and payment referenced in Section 2(b) below.

“ MGI Loan ” means the secured loan obligation (including principal and interest) currently owed by MGI to MGG, pursuant to (i) the Credit Facility Agreement between MGG and MGI dated August 29, 2008, and (ii) the Limited Liability Company Collateral Assignment and Subordination Agreement between MGI, MGG and National Amusements Inc. of August 29, 2008.

“ MGL/MHE Initial Balance ” means the current intercompany balance from MGL to MHE prior to (i) the assignments referenced in Sections 2(c)(i) and 2(d) below and (ii) the diminution referenced in Section 3(b) below.

“ MGL/MHE Residual Balance ” means the intercompany balance from MGL to MHE after (i) the assignments referenced in Sections 2(c)(i) and 2(d) below and (ii) the diminution referenced in Section 3(b) below.

“ MGS/MHE Balance ” means the current intercompany balance from MGS to MHE.

2. Assignments . The parties hereto hereby agree to the following assignments and transfers, all to occur simultaneously but deemed to occur in the following order:

(a) MGS/MHE Balance : MHE hereby assigns all of its right, title and interest in and to the MGS/MHE Balance to MGL, and MGL hereby accepts the same, in consideration of the payment by MGL to MHE of € 1.

(b) MGG/MGL Initial Balance : In partial settlement and satisfaction of the MGG/MGL Initial Balance:

(i) MGG hereby assigns all of its right, title and interest in and to the MGI Loan to MGL, and MGL hereby accepts and assumes the MGI Loan and MGG’s rights and obligations thereunder; and

(ii) MGG is concurrently herewith paying to MGL Five Hundred Sixty-One Thousand Dollars ($561,000).

(i) In partial settlement and satisfaction of the MGL/MHE Initial Balance, MGL hereby assigns to MHE, and MHE hereby accepts and assumes, the MGI Loan.

(ii) MHE hereby assigns to MGI, and MGI hereby accepts and assumes, the MGI Loan in consideration of the payment by MGI to MHE of $1.

(d) MGG/MGL Residual Balance : In partial settlement and satisfaction of the MGL/MHE Initial Balance, MGL hereby assigns to MHE all of its right title and interest in and to the MGG/MGL Residual Balance, and MHE hereby accepts the same.

(e) MGL/MHE Residual Balance : Concurrently herewith, the MGL/MHE Residual Balance is being settled and compromised in full by the payment by MGL to MHE of One Million Seven Hundred Thousand Dollars ($1,700,000).

3. Ancillary Agreements .

(a) F+F Agreement . Pursuant to the F+F Agreement: (i) MHE will assign all of its right, title and interest in and to the MGG/MGL Residual Balance to F+F in consideration of the payment by F+F of € 1 to MHE; (ii) MHE will assign all of its right, title and interest in and to the MGG/MHE Balance to F+F in consideration of the payment by F+F of € 1 to MHE; and (iii) MGI will deliver to F+F a termination of the Abstract Acknowledgement of Debt (Parallel Debt) among MGG, National Amusements Inc. and MGI and certain of its subsidiaries dated August 8, 2008.

(b) Product Development Arrangement . MHE represents that it terminated the product development arrangement between itself and Newcastle on April 30, 2009, all commissioned work having been completed. MGL acknowledges, on behalf of itself and its subsidiary Newcastle, such termination, it being understood that MGL was in fact fulfilling MHE’s payment obligations under such arrangement since at least January 1, 2008. MHE and MGL (on behalf of itself and Newcastle) acknowledge that concurrently herewith they are making adjustments to their books reflecting these facts, resulting in the elimination of the intercompany balance from MHE to Newcastle, the elimination of the intercompany balance from Newcastle to MGL, the diminution of the MGL/MHE Initial Balance (prior to settlement and satisfaction of the MGL/MHE Residual Balance as set forth in Section 2(e) above), and the creation of an intercompany balance from MGL to Newcastle of approximately Two Hundred Thousand Dollars ($200,000).

(c) Sales and Distribution Agreement . MGL and MGG hereby terminate the Sales and Distribution Agreement between them dated March 1, 2005, as amended.

4. Effect of Assignments . The parties hereby acknowledge and agree that the foregoing transactions and adjustments to be effective immediately prior to the Closing result in the elimination of all intercompany balances and obligations between any of MGL, Newcastle, MGS and MGG on the one hand and MGI and MHE on the other hand, and between MGL and MGG. This Agreement is not intended to eliminate intercompany balances between MGL and Newcastle; between MGL and MGS; and between MGI and MHE. Each of the parties hereby explicitly approves each of the transactions set forth in this Agreement. Concurrently herewith MGL is delivering to the parties hereto a written acknowledgement from Newcastle that there are no remaining intercompany balances and obligations between Newcastle on the one hand and MHE and MGI on the other hand. Attached hereto as Exhibit A is a step plan, using the approximate amount of the intercompany balances as of May 31, 2009 to illustrate how the intercompany balances will be eliminated in accordance with this Agreement.

5. Effective Date and Conditions . All of the transactions contemplated by this Agreement shall be deemed effective as of the Closing Date immediately prior to the Closing (“Effective Date”); provided , however , that none of the transactions contemplated by this Agreement shall be effective unless and until (a) both of the sales referenced in the fourth recital of this Agreement occur and close on the same day, (b) the written acknowledgement from Newcastle referred to in Section 4 above is delivered to the parties hereto, and (c) the payment referred to in Section 2(e) is actually made. The parties hereto shall make appropriate notations in its respective books and records evidencing the transactions effected hereby. For these purposes, the parties hereto shall cooperate to determine without undue delay after the Effective Date the correct intercompany balances on the Effective Date.

6. Miscellaneous .

(a) The provisions of this Agreement are integrated and must be read as a whole and are not severable and/or separately enforceable by any party hereto. If any provision, or part thereof, of this Agreement is held to be invalid or unenforceable, the parties shall use their best efforts to replace such provision by a provision that, to the extent permitted by applicable law, achieves the purposes originally intended.

(b) This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all other agreements and representations, oral or written, between the parties.

(d) This Agreement will be governed by and construed under the laws of the State of Delaware (without regard to its conflicts of laws rules).

(e) This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

(f) This Agreement may be executed in counterparts or by facsimile, each of which shall be an original, but all of which together shall constitute one.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.


MIDWAY GAMES INC.

By:

		Name: Title:

MIDWAY HOME ENTERTAINMENT INC.

By:

		Name: Title:

MIDWAY GAMES LIMITED

By:

		Name: Title:

MIDWAY GAMES GmbH

By:

		Name: Title:

MIDWAY GAMES SAS

By:

		Name: Title:

Current Intercompany Balances as of 6/30/09

2 (a)

(a) MGS/MHE Balance: MHE hereby assigns all of its right, title and interest in and to the MGS/MHE Balance to MGL, and MGL hereby accepts the same, in consideration of the payment by MGL to MHE of € 1.

2(b)

(b) MGG/MGL Initial Balance: In partial settlement and satisfaction of the MGG/MGL Initial Balance:

(i) MGG hereby assigns all of its right, title and interest in and to the MGI Loan to MGL, and MGL hereby accepts and assumes the MGI Loan and MGG’s rights and obligations thereunder; and

(ii) MGG is concurrently herewith paying to MGL Five Hundred Sixty?One Thousand Dollars ($Sixty 561,000).

2 (c) (i)

(i) In partial settlement and satisfaction of the MGL/MHE Initial Balance, MGL hereby assigns to MHE, and MHE hereby accepts and assumes, the MGI Loan.

2 (c) (ii)

(ii) MHE hereby assigns to MGI, and MGI hereby accepts and assumes, the MGI Loan in consideration of the payment by MGI to MHE of $1.

2 (d)

(d) MGG/MGL Residual Balance:

In partial settlement and satisfaction of the MGL/MHE Initial Balance, MGL hereby assigns to MHE all of its right title and interest in and to the MGG/MGL Residual Balance, and MHE hereby accepts the same.

3 (b)

Effective prior to step 2e

3. Ancillary Agreements.

(b) Product Development Arrangement. MHE represents that it terminated the product development arrangement between itself and Newcastle on April 30, 2009, all commissioned work having been completed. MGL acknowledges, on behalf of itself and its subsidiary Newcastle, such termination, it being understood that MGL was in fact fulfilling MHE’s payment obligations under such arrangement since at least January 1, 2008. MHE and MGL (on behalf of itself and Newcastle) acknowledge that concurrently herewith they are making adjustments to their books reflecting these facts, resulting in the elimination of the intercompany balance from MHE to Newcastle, the elimination of the intercompany balance from Newcastle to MGL, the diminution of the MGL/MHE Initial Balance (prior to settlement and satisfaction of the MGL/MHE Residual Balance as set forth in Section 2(e) above), and the creation of an intercompany balance from MGL to Newcastle of approximately Two Hundred Thousand Dollars ($200,000).

2 (e)

(e) MGL/MHE Residual Balance: Concurrently herewith, the MGL/MHE Residual Balance is being settled and compromised in full by the payment by MGL to MHE of One Million Seven Hundred Thousand Dollars ($1,700,000).

3(a)

3. Ancillary Agreements.

(a) F+F Agreement. Pursuant to the F+F Agreement: (i) MHE will assign all of its right, title and interest in and to the MGG/MGL Residual Balance to F+F in consideration of the payment by F+F of € 1 to MHE; (ii) MHE will assign all of its right, title and interest in and to the MGG/MHE Balance to F+F in consideration of the payment by F+F of € 1 to MHE; and (iii) MGI will deliver to F+F a termination of the Abstract Acknowledgement of Debt (Parallel Debt) among MGG National Amusements MGG, Inc. and MGI and certain of its subsidiaries dated August 8, 2008.

Final Balances

Schedule 7.10

Specific Data, Information, Documents and Materials

	1)		All tax files and records held by the tax department of the Debtors that regard the Company (including, without limitation, the relevant transfer pricing agreements, opinions or statements by tax advisors);

	2)		All legal files regarding the Company with regard to contracts, corporate matters and litigation;

All HR files regarding current and former employees of the Company.

EXHIBIT 2.3

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

MIDWAY HOME ENTERTAINMENT INC.

AND

SPIESS MEDIA HOLDING UG (LIMITED LIABILITY)

FOR

100% OF THE ISSUED AND OUTSTANDING STOCK

MIDWAY GAMES LTD

AND

MIDWAY GAMES SAS

Dated as of August 5, 2009

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS			2

1.1 Certain Definitions			2

ARTICLE II PURCHASE AND SALE			5

2.1 Purchase and Sale of Shares			5
2.2 Purchase Price			5
2.3 Payment of Purchase Price			5

ARTICLE III CLOSING AND TERMINATION			5

3.1 Closing Date			5
3.2 Deliveries by Seller			6
3.3 Deliveries by Purchaser			7
3.4 Termination of Agreement			7
3.5 Procedure Upon Termination			7
3.6 Effect of Termination			8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER			8

4.1 Organization			8
4.2 Authority			9
4.3 Capitalization			9
4.4 Financial Advisors			9

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER			9

5.1 Corporate Existence			10
5.2 Authority			10
5.3 Conflicts; Consents of Third Parties			10
5.4 Financial Advisors			10
5.5 Investment Intent			11
5.6 Accredited Investor			11
5.7 No Other Representations and Warranties			11

ARTICLE VI BANKRUPTCY COURT MATTERS			12

6.1 Bankruptcy Court Filings			12

ARTICLE VII COVENANTS			12

7.1 Conduct Pending Closing			12
7.3 Payment of Intercompany Obligations			12
7.4 Further Assurances			13
7.5 Preservation of Records			13
7.6 Publicity			13
7.7 Sale Order			13
7.8 Purchaser Covenants After Closing			13
7.9 Use of Names			14

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TABLE OF CONTENTS
(continued)


			Page
7.10 Transfer Taxes			14
7.11 Payment of Royalties			14
7.12 E-mail/Internet Support			15

ARTICLE VIII CONDITIONS TO CLOSING			15

8.1 Conditions Precedent to Obligations of Purchaser			15
8.2 Conditions Precedent to Obligations of Seller			16
8.3 Conditions Precedent to Obligations of Purchaser and Seller			16
8.4 Frustration of Closing Conditions			16

ARTICLE IX NO SURVIVAL			17

9.1 No Survival of Representations and Warranties			17
9.2 No Consequential Damages			17

ARTICLE X INDEMNIFICATION			17

10.1 Indemnification by Purchaser			17
10.2 Indemnification Procedures			17

ARTICLE XI MISCELLANEOUS			18

11.1 Expenses			18
11.2 Damages and Injunctive Relief			18
11.3 Submission to Jurisdiction; Consent to Service of Process			18
11.4 Waiver of Right to Trial by Jury			19
11.5 Entire Agreement; Amendments and Waivers			19
11.6 Governing Law			19
11.7 Notices			19
11.8 Severability			20
11.9 Binding Effect; Assignment			21
11.10 Non-Recourse			21
11.11 Counterparts			21
11.12 Time of the Essence; Calculation of Time Period			21
11.13 Exhibits/Schedules			21
11.14 Gender and Number			22
11.15 Headings			22
11.16 Certain Terminology			22
11.17 Negotiations			22

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Exhibits

A		Non-Affiliates

3.1		Form of Closing Confirmation

Schedules

4.3		Capitalization

4.4		Financial Advisors-Seller

7.2		Agreement Resolving Intercompany Obligations

7.13		Specification of Certain Desired Books and Records

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STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT , dated as of August 5, 2009 (this “ Agreement ”), by and between Midway Home Entertainment Inc., a Delaware corporation (“ Seller ”) and Spiess Media Holding UG (limited liability – haftungsbeschränkt ), a German enterprise company with limited liability (“ Purchaser ”). Midway Games SAS, a French société par actions simplifiée, registered with company no. 484 780 333 R.C.S. Paris (“ Midway SAS ”) and Midway Games Limited, an English limited liability private company, registered with company number 03801663 (“ Midway Limited ”) have executed this agreement as parties hereto for the sole purpose of acknowledging the transactions set forth herein. Capitalized terms used herein are defined in Section 1.1 .

RECITALS

A. Seller owns 100% of the issued and outstanding shares of Midway SAS and Midway Limited;

D. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Sellers, pursuant to Sections 105 and 363 of the Bankruptcy Code, all of the existing outstanding capital stock of Midway SAS and all of the existing issued shares in the capital of Midway Limited.

NOW , THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

“ Agreement ” has the meaning ascribed to it in the Preamble.

“Attorneys Fees” means an amount equal to 100% of the fees of SKW Schwarz Rechtsanwälte incurred in connection with the negotiation and consummation of this Agreement and any accessory documents.

“ Attorneys Account ” shall be the following bank account: Owner: SKW Schwarz Rechtsanwälte, bank: Reuschel & Co., Munich, account no.: 100 985 0, IBAN: DE 50 700 303000 100 985 000, SWIFT Code: REUC DE MM, reference: “ 50% of Attorneys Fees Sale Midway Games Limited ”

“ Bankruptcy Case ” has the meaning ascribed to it in the Recitals.

“ Bankruptcy Code ” has the meaning ascribed to it in the Recitals.

“ Bankruptcy Court ” has the meaning ascribed to it in the Recitals.

“ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“ Closing ” has the meaning ascribed to it in Section 3.1 .

“ Closing Confirmation ” has the meaning ascribed to it in Section 3.1 .

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“ Closing Date ” has the meaning ascribed to it in Section 3.1 .

“ Companies ” means, collectively, Midway SAS and Midway Limited. Each such company is referred to individually as a “ Company ”.