END USER LICENSE AGREEMENT

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WB GAMES<o:p></o:p>

GUARDIANS OF MIDDLE-EARTH<bstyle='mso-bidi-font-weight:normal'><spanstyle='font-size:8.0pt'> <o:p></o:p>[/u][/b]

END USER LICENSE AGREEMENT<o:p></o:p>

THISAGREEMENT IS A LEGALLY BINDING CONTRACT; PLEASE READ IT CAREFULLY.<spanstyle='mso-spacerun:yes'> [/u]Welcome to GUARDIANS OF MIDDLE-EARTH. WBGames Inc., (“WB Games”) is proud to provide you with GUARDIANS OF MIDDLE-EARTHgame software (the “Game") for use with the online game platform (the“Service”). This End User LicenseAgreement (the “EULA” or “Agreement”) governs your use of the Game<spanstyle='mso-bidi-font-weight:bold'>. Byinstalling or using the Game, you agree to be bound by the terms of thisAgreement. <o:p></o:p>[/u]

<aname="_Ref262065357"><![if !supportLists]>1.<spanstyle='font:7.0pt "Times New Roman"'>                 [/u]<![endif]>Limited License. The Game is licensed, not sold. Subjectto your agreement to and continued compliance with the terms and conditions ofthis EULA, WB Games hereby grants to you a limited, revocable, non-exclusivelicense to (a) download and install the Game onto a personal computer owned byyou, and (b) use the Game in conjunction with the Service for yournon-commercial entertainment purposes only. The foregoing license does not permit you to do any of the following,and you agree that the violation of any of the following license limitationswill constitute an infringement of WB Games’ copyrights:[/url]

<![if !supportLists]><spanstyle='mso-list:Ignore'>a.      [/u]<![endif]>You may not sell, license or transfer the Game, or anyreproductions thereof, to any person or entity;

<![if !supportLists]><spanstyle='mso-list:Ignore'>b.     [/u]<![endif]>You may not develop, distribute or host any server orsoftware designed to interact with the Game or to redirect or emulate thecommunications protocols used by WB Games;

<![if !supportLists]><spanstyle='mso-list:Ignore'>c.      [/u]<![endif]>You may not modify the Game or any portion thereof;

<![if !supportLists]><spanstyle='mso-list:Ignore'>d.     [/u]<![endif]>You may not copy, translate, reverse engineer, derivesource code from, modify, disassemble, decompile, or create derivative worksbased on the Game or any portion thereof;

<![if !supportLists]><spanstyle='mso-list:Ignore'>e.      [/u]<![endif]>You may not develop, distribute or use any third partyprogram designed to impact the Game experience, including without limitationsoftware bots, cheats, hacks or any other software designed to provide a playerwith an advantage;

<![if !supportLists]><spanstyle='mso-list:Ignore'>f.      [/u]<![endif]>You may not exploit the Game, or any portion thereof,for any commercial purpose;

<![if !supportLists]><spanstyle='mso-list:Ignore'>g.     [/u]<![endif]>You may not connect to the Service except by using an authorized,unmodified Game as set forth herein; or

<![if !supportLists]><spanstyle='mso-list:Ignore'>h.     [/u]<![endif]>You may not use the Game to connect to any server orservice other than the Service.

The licensegranted herein confers no title or ownership in the Game (including withoutlimitation the Game) and should not be construed as a sale of any rights to theGame. All right, title and interest inand to the Game and any and all copies thereof (including without limitation anyand all titles, computer code, technology, themes, objects, characters,character names, stories, dialog, catch phrases, locations, concepts, artwork,music, etc.) are owned by WB Games or its licensors.

<aname="_Ref262072465"><![if !supportLists]>2.<spanstyle='font:7.0pt "Times New Roman"'>                 [/u]<![endif]>Term. This EULA is effective until terminated, and those provisions which by theirnature should survive termination shall survive termination, including withoutlimitation those provisions addressing license limitations, disclaimer ofwarranties, limitation of liability, indemnification and ownership.<spanstyle='mso-spacerun:yes'> [/u]You may terminate this EULA at any time by permanentlydestroying all copies of the Game and related documentation in your possession,including without limitation any and all Games installed on computers underyour custody or control. WB Games may terminate this Agreement at any time forany reason or no reason by providing notice to you, including withoutlimitation email notice to the last email address provided by you.<spanstyle='mso-spacerun:yes'> [/u]Upon termination of this Agreement, you mustdestroy all copies of the Game and related documentation in your possession,including without limitation any and all Games installed on computers underyour custody or control.[/url]

<![if !supportLists]><spanstyle='mso-list:Ignore'>3.                 [/u]<![endif]>Ownership. You agree that, between you and WB Games, WB Games owns and shallcontinue to own all rights, title and interest in and to the Game, all copiesthereof, and all content therein. The Game is protected by the copyright lawsof the United States, international treaties and other laws. The Game maycontain materials licensed by third parties, and the licensors of thosematerials are third party beneficiaries of this Agreement with the right to enforcetheir rights against you if you violate this Agreement.<spanstyle='mso-spacerun:yes'> [/u]

<![if !supportLists]><spanstyle='mso-list:Ignore'>4.                 [/u]<![endif]>Consent to Monitor.<spanstyle='mso-spacerun:yes'> [/u]When the Game is running, WB Games maymonitor your computer for the use of programs that violate Section 1.<spanstyle='mso-spacerun:yes'> [/u]You hereby grant WB Games permission tomonitor your computer for purposes of identifying such use and communicatingpotential violations to WB Games.

<![if !supportLists]><spanstyle='mso-list:Ignore'>5.                 [/u]<![endif]>DISCLAIMER OF WARRANTIES.<spanstyle='mso-spacerun:yes'> [/u]THE GAME IS PROVIDED TO YOU ON AN “AS IS” “ASAVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS ORIMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGMMENT ANDAVAILABILITY.

<![if !supportLists]><spanstyle='mso-list:Ignore'>6.                 [/u]<![endif]>LIMITATION OF LIABILITY.<spanstyle='mso-spacerun:yes'> [/u]IN NO EVENT SHALL WB GAMES, ITS PARENT,SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND ARISINGOUT OF OR RELATING TO THE GAME OR ANY USE THEREOF, INCLUDING WITHOUT LIMITATIONANY LOSS OF DATA OR GOODWILL, DISRUPTION OF SERVICE OR CLAIMS OF THIRDPARTIES. IN NO EVENT SHALL WB GAMES, ITSPARENT, SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL,EXEMPLARY, PUNITIVE, LIQUIDATED, OR OTHER CONSEQUENTIAL DAMAGES, WHETHER UNDERCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OFLIABILITY, ARISING FROM YOUR USE OF THE GAME (INCLUDING WITHOUT LIMITATION THE GAME).<spanstyle='mso-spacerun:yes'> [/u]THE FOREGOING LIMITATIONS SHALL APPLY TO THEMAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIALPURPOSE. In no event shall WB Games' aggregateliability, whether arising in contract, tort, strict liability or otherwise,exceed the total fees paid by you to WB Games during the six (6) monthsimmediately prior to the time such claim arose.

<![if !supportLists]><spanstyle='mso-list:Ignore'>7.                 [/u]<![endif]>INDEMNIFICATION. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS WB GAMES, ITSPARENT, SUBSIDIARIES AND AFFILIATES, FROM AND AGAINST ANY CLAIM, LIABILITY,INJURY, DAMAGE, LOSS OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURREDAS A RESULT OF, ARISING FROM, OR RELATING TO YOUR USE OF THE GAME.

<![if !supportLists]><spanstyle='mso-list:Ignore'>8.                 [/u]<![endif]>Changes to Agreement and Game. WB Games mayupdate this Agreement at its sole discretion, and you will be asked to reviewand agree to the revised version of the EULA once it becomes effective.<spanstyle='mso-spacerun:yes'> [/u]If you do not agree to a revised EULA, youwill not be permitted to continue playing the Game.<spanstyle='mso-spacerun:yes'> [/u]If at any time you are no longer able tocomply with the terms of the then-current EULA, you must terminate thisAgreement pursuant to Section 2and immediately stop using the Game. WB Games may change, modify, suspend, ordiscontinue any aspect of the Game at any time. WB Games may also impose limitson certain features or restrict your access to parts or all of the Game withoutnotice or liability. You have no interest, monetary or otherwise, in anyfeature or content contained in the Game.

<![if !supportLists]><spanstyle='mso-list:Ignore'>9.                 [/u]<![endif]>Patches and Updates.<spanstyle='mso-spacerun:yes'> [/u]WB Games may apply patches, updates andmodifications (collectively, “Updates”) to the Game at any time, includingUpdates to the Game installed on your computer. Updates are not optional. You agree that WB Games may deploy and installupdates remotely, with or without your knowledge, and you hereby provide yourconsent for WB Games to download and apply such Updates.

<![if !supportLists]><spanstyle='mso-list:Ignore'>10.             [/u]<![endif]>Remedies. You acknowledge that WB Games maysuffer irreparable damage if you breach any of the provisions governing licenselimitations [/url]or ownership. You therefore agree that if you do breach either of these provisions, inaddition to provable damages and reasonable attorneys’ fees, WB Games shall beentitled to enjoin such breach and to obtain specific performance of suchprovisions in any court of competent jurisdiction.

<![if !supportLists]><spanstyle='mso-list:Ignore'>11.             [/u]<![endif]>Seizure Warning. A very small percentage ofpeople experience epileptic seizures when exposed to certain light patterns orflashing lights. Exposure to these patterns or backgrounds on a computerscreen, or while playing video games, may induce an epileptic seizure in theseindividuals. If you, or anyone in your family, have an epileptic condition,consult your physician prior to playing. If you experience dizziness, alteredvision, eye or muscle twitches, loss of awareness, disorientation, anyinvoluntary movement, or convulsions while playing the Game, immediately discontinueuse and consult your physician.

<aname="_Ref265530614"><![if !supportLists]>12.<spanstyle='font:7.0pt "Times New Roman"'>             [/u]<![endif]>Dispute Resolution and Governing Law.[/url]<o:p></o:p>

<![if !supportLists]><spanstyle='mso-list:Ignore'>a.                  [/u]<![endif]>Binding Arbitration. Any dispute, controversy orclaim related to this Agreement ("Dispute") (except those Disputesexpressly excluded below) that cannot be resolved through informal negotiationsshall be finally and exclusively resolved by binding arbitration. Any electionto arbitrate by one party shall be final and binding on the other. YOUUNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURTAND HAVE A JURY TRIAL. The arbitration shall be initiated and conductedaccording to either the JAMS Streamlined (for claims under $250,000) or the JAMSComprehensive (for claims over $250,000) Arbitration Rules and Procedures,except as modified herein, including the Optional Appeal Procedure, at the LosAngeles office of JAMS, or its successor (“JAMS”) in effect at the time therequest for arbitration is made (the “Arbitration Rules”).<spanstyle='mso-spacerun:yes'> [/u]The arbitration shall be conducted in LosAngeles County before a single neutral arbitrator appointed in accordance withthe Arbitration Rules. <spanstyle='color:#0D0D0D'>WB Games will pay all arbitration fees and reasonableexpenses as determined by the arbitrator. The arbitration may be conducted in person, through the submission ofdocuments, by phone or online. [/u]Thearbitrator shall follow California law and the Federal Rules of Evidence inadjudicating the Dispute. The partieswaive the right to seek punitive damages and the arbitrator shall have noauthority to award such damages. Thearbitrator shall provide a detailed written statement of decision, which shallbe part of the arbitration award and admissible in any judicial proceeding toconfirm, correct or vacate the award. Unless the parties agree otherwise, the neutral arbitrator and themembers of any appeal panel shall be former or retired judges or justices ofany California state or federal court with experience in matters involving theentertainment industry. If either partyrefuses to perform any or all of its obligations under the final arbitrationaward (following appeal, if applicable) within thirty (30) days of such awardbeing rendered, then the other party may enforce the final award in any courtof competent jurisdiction in Los Angeles County.<spanstyle='mso-spacerun:yes'> [/u]The party seeking enforcement shall beentitled to an award of all costs, fees and expenses, including attorneys’fees, incurred in enforcing the award, to be paid by the party against whomenforcement is ordered.   Except asotherwise provided in this Agreement, you and WB Games may litigate in court tocompel arbitration, stay proceeding pending arbitration, or to confirm, modify,vacate or enter judgment on the award entered by the arbitrator. <spanstyle='mso-spacerun:yes'> [/u]Any Dispute not subject to arbitration (otherthan claims proceeding in any small claims court), or where no election toarbitrate has been made, shall be decided by a court of competent jurisdictionwithin the County of Los Angeles, State of California, United States ofAmerica, and you and WB Games agree to submit to the personal jurisdiction ofthat court.

<![if !supportLists]><spanstyle='mso-list:Ignore'>b.                 [/u]<![endif]>Restrictions. You and WB Games agree that anyarbitration shall be limited to the Dispute between WB Games and youindividually. To the full extent permitted by law, (1) no arbitration shall bejoined with any other; (2) there is no right or authority for any Dispute to bearbitrated on a class-action basis or to utilize class action procedures; and(3) there is no right or authority for any Dispute to be brought in a purportedrepresentative capacity on behalf of the general public or any other persons.

<aname="_Ref265530644"><![if !supportLists]>c.<spanstyle='font:7.0pt "Times New Roman"'>                  [/u]<![endif]>Exceptions. You and WB Games agree that thefollowing Disputes are not subject to the above provisions concerning informalnegotiations and binding arbitration: (1) any Disputes seeking to enforce orprotect, or concerning the validity of, any of your or WB [/url]<spanclass=SpellE>Games’s[/u]<spanstyle='mso-bookmark:_Ref265530644'> intellectual property rights; (2) anyDispute related to, or arising from, allegations of theft, piracy orunauthorized use; and (3) any claim for injunctive relief.[/u]

<![if !supportLists]><spanstyle='mso-list:Ignore'>d.                 [/u]<![endif]>Governing Law. Except as expressly providedotherwise, this Agreement shall be governed by, and will be construed under,the Laws of the United States of America and the law of the State ofCalifornia, without regard to choice of law principles. The application of theUnited Nations Convention on Contracts for the International Sale of Goods isexpressly excluded. Those who choose to access the Service from locationsoutside of the United States do so on their own initiative and are responsiblefor compliance with local laws if and to the extent local laws are applicable.

<![if !supportLists]><spanstyle='mso-list:Ignore'>e.                  [/u]<![endif]>Severability. You and WB Games agree that if anyportion Section 12is found illegal or unenforceable (except any portion of 12(c)),that portion shall be severed and the remainder of the Section shall be givenfull force and effect. If Section 12(c)is found to be illegal or unenforceable then neither you nor WB Games willelect to arbitrate any Dispute falling within that portion of Section 12(c)found to be illegal or unenforceable and such Dispute shall be decided by acourt of competent jurisdiction within the County of Los Angeles, State ofCalifornia, United States of America, and you and WB Games agree to submit tothe personal jurisdiction of that court.

<![if !supportLists]><spanstyle='mso-list:Ignore'>13.             [/u]<![endif]>Miscellaneous. <spanstyle='mso-spacerun:yes'> [/u]The terms set forth in this Agreement,including the Disclaimer of Warranties, Limitation of Liability andIndemnification provisions are fundamental elements of the basis of theagreement between WB Games and you. WBGames would not be able to provide the Game (including without limitation the Game)on an economic basis without such limitations. Such Disclaimer of Warranties, Limitationof Liability and Indemnification provisions inure to the benefit of WB Games’licensors, successors and assigns. You agree that you are not considered, andshall not represent yourself as, an agent, employee, joint venturer,or partner of WB Games. You may notassign this Agreement, in whole or in part, without WB Games’ prior writtenconsent and any attempted assignment in violation of this provision shall benull and void. No waiver of any default,condition or breach of this Agreement shall constitute a waiver of any otherdefault, condition or breach of this Agreement, whether of a similar nature orotherwise. Any provision found unlawfulby a court or regulator having jurisdiction shall be deemed to be severed fromthe Agreement, but such severance shall have no effect on the enforceability ofthe remaining provisions of the Agreement. This Agreement, incorporating allthe applicable documents referenced herein, represents the entire agreementbetween you and WB Games with respect to the Game and supersedes all prioragreements between you and WB Games pertaining to the Game.<spanstyle='mso-spacerun:yes'> [/u]You agree that you will comply with allapplicable laws in connection with the Game and this Agreement, includingwithout limitation export control laws. Youmust supply all necessary facilities, utilities and equipment necessary to playthe Game, including appropriate computer equipment and Internet connections, atyour sole risk and expense. ThisAgreement may be amended only by a writing executed by both parties.

GUARDIANS OF MIDDLE-EARTH software © 2013Warner Bros. Entertainment Inc. Developed by Monolith. Inassociation with WingNut Films.<spanstyle='mso-spacerun:yes'> © 2013 New Line Productions, Inc. © <spanclass=GramE>The[/u] Saul Zaentz Company. GUARDIANS OF MIDDLE-EARTH, MIDDLE-EARTH, THE HOBBIT, and the names of thecharacters, items, events and places therein are trademarks of The Saul <spanclass=SpellE>Zaentz[/u] Company d/b/a Middle-earth Enterprises under licenseto Warner Bros. Interactive Entertainment. This software product includesAutodesk® Scaleform® software, © 2013 Autodesk, Inc.Uses Bink Video. Copyright (C) 1997- 2013 by RAD GameTools, Inc. Powered by Wwise © 2006 - 2013 <spanclass=SpellE>Audiokinetic[/u] Inc. All other trademarks and copyrights arethe property of their respective owners. All rights reserved.<o:p></o:p>[/u]

WBGAMES LOGO, WB SHIELD: ™ & © Warner Bros. Entertainment Inc. <o:p></o:p>

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