EXHIBIT 4.3
INVESTORS' RIGHTS AGREEMENT
THIS INVESTORS' RIGHTS AGREEMENT (the "Agreement") is made as of October
10,, 1996, by and among Interplay Productions, a California corporation (the
"Company"), and the Purchasers listed on Exhibit 1 attached hereto (individually
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a "Holder" and collectively the "Holders").
R E C I T A L :
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In connection with the Company's issuance of subordinated secured
promissory notes (the "Promissory Notes") and warrants to purchase shares of
Common Stock of the Company (the "Warrants") to the Holders pursuant to those
certain Subscription Agreements executed by the Holders (the "Subscription
Agreements"), the Company and the Holders have agreed to enter into this
Agreement. The Promissory Notes and the Warrants shall be collectively referred
to herein as the "Securities."
A G R E E M E N T :
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NOW THEREFORE, in consideration of the mutual agreements, covenants and
conditions and releases contained herein, the Company and the Holders hereby
agree as follows:
1. REGISTRATION RIGHTS
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The Company hereby grants to the Holders the registration rights set forth
in this Section 1, with respect to the Registrable Securities (as hereinafter
defined) owned by the Holders. The Company and the Holders agree that the
registration rights provided herein set forth the sole and entire agreement on
the subject matter between the Company and the Holders.
1.1 Definitions. As used in this Section 1:
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(a) The term "Qualified Public Offering" shall mean the closing
by the Company of a public offering raising gross proceeds of at least
$15,000,000 and at an offering price per share greater than or equal to $10.00,
subject to adjustment for stock splits, stock dividends and other corporate
events.
(b) The terms "register," "registered," and "registration" refer
to a registration effected by filing with the Securities and Exchange Commission
(the "SEC") a registration statement (the "Registration Statement") in
compliance with the Securities Act of 1933, as amended (the "1933 Act") and the
declaration or ordering by the SEC of the effectiveness of such Registration
Statement.
(c) The term "Registrable Securities" means (i) Common Stock
issued upon exercise of the Warrants held by the Holders pursuant to the
Subscription Agreements; and (ii) any Common Stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right, or other
security that is issued as) a dividend or other distribution with respect to, or
in exchange or in replacement of, such Registrable Securities (as defined
herein). In the event of any recapitalization by the Company, whether by stock
split, reverse stock split, stock dividend
or the like, the number of shares of Registrable Securities used throughout this
Agreement for various purposes shall be proportionately increased or decreased.
1.2 Demand Registration.
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(a) At any time after six (6) months after the closing of a
Qualified Public Offering, or such longer period of time as may be required by
the managing underwriter of the Company's Qualified Public Offering (provided
that such restrictions are placed on other substantial shareholders of the
Company and are not longer than twelve (12) months), the Holders (the
"Initiating Holders") of at least fifty percent (50%) of the outstanding
Registrable Securities may demand, by giving written notice thereof, that the
Company file a Registration Statement (other than a registration on Form S-3 or
any related form of Registration Statement, such a request being provided for
under Section 1.10 hereof) (a "Demand Registration"). Promptly after the receipt
of such notice, the Company shall:
(i) give written notice of the proposed registration to
all other Holders; and
(ii) use its best efforts to effect such registration as
soon as practicable as may be so demanded and as will permit or facilitate the
sale and distribution of all or such portion of the Initiating Holders'
Registrable Securities as are specified in such demand, together with all or
such portion of the Registrable Securities of any Holder or Holders joining in
such demand as are specified in a written demand received by the Company within
sixty (60) days after such written notice is given, provided that the Company
shall not be obligated to take any action to effect any such registration,
pursuant to this Section 1.2:
(A) Within one hundred eighty (180) days immediately
following the effective date of any Registration Statement pertaining to an
underwritten public offering of securities of the Company for its own account
(other than a registration on Form S-4 relating solely to an SEC Rule 145
transaction or a registration relating solely to employee benefit plans);
(B) After the Company has effected an aggregate of
one (1) such registration pursuant to this Section 1.2 and the sales of any
shares of Common Stock under such registration has closed; or
(C) If the Company shall furnish to the Holders a
certificate signed by the Chief Executive Officer, President or Chief Financial
Officer of the Company, stating that in the judgment of the board of directors
of the Company it would be materially adverse to the Company for such
Registration Statement to be filed at the date filing would be required, in
which case the Company shall have an additional period of not more than one
hundred twenty (120) days within which to file such Registration Statement.
(b) If the Initiating Holders intend to distribute the
Registrable Securities covered by their demand by means of an underwriting, they
shall so advise the Company as part of the demand made pursuant to this Section
1.2, and the Company shall include such information in the written notice
referred to in Section 1.2(a)(i). The Company shall, together with the Holders
(if they are proposing to distribute their securities through such
underwriting), enter into an
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underwriting agreement in customary form with the underwriter or underwriters
selected by the Initiating Holders and reasonably satisfactory to the Company.
1.3 Company Registration.
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(a) If at any time or from time to time the Company shall
determine to register any of its securities, either for its own account or the
account of security holders (other than a registration relating solely to
employee benefit plans, a registration on Form S-4 relating solely to an SEC
Rule 145 transaction or a registration pursuant to Section 1.2 hereof), the
Company shall:
(i) promptly give to the Holders written notice thereof
(which shall include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable blue sky or other state
securities laws); and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within twenty (20) days after receipt of such written notice
from the Company, by the Holders, except as set forth in Section 1.4 below.
(b) If the registration of which the Company gives notice is for
a registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
1.3(a)(i). In such event, the right of the Holders to registration pursuant to
this Section 1.3 shall be conditioned upon the Holder's participation in such
underwriting and the inclusion of the Holder's Registrable Securities in the
underwriting to the extent provided herein. If the Holders are proposing to
distribute their securities through such underwriting, the Holders shall,
together with the Company and the other parties distributing their securities
through such underwriting, enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by the
Company.
1.4 Underwriter's Cutback. Notwithstanding any other provision of
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Sections 1.2 and 1.3, if the underwriter shall advise the Company in writing
that marketing factors (including, without limitation, an adverse effect on the
per share offering price) require a limitation of the number of shares to be
underwritten, then the Company shall so advise the Holders, and the number of
shares of Registrable Securities that may be included in the registration and
underwriting shall be allocated as follows:
(a) In the event of an offering governed by Section 1.2, the
Company will include in the Registration Statement to the extent of the number
of shares of Common Stock which the Company is advised can be sold in such
offering without such material adverse effect; (i) first, the Registrable
Securities proposed to be registered by a Holder pursuant to a demand right
under Section 1.2 hereof; (ii) second, the shares of Common Stock proposed to be
sold by the Company for its own account; and (iii) third, Registerable
Securities and other equity securities requested to be included in such
Registration Statement by any Holder and all other shareholders of the Company
with piggyback registration rights applicable in such offering who request such
registration.
(b) In the event of an offering governed by Section 1.3 hereof,
the Company will include in the Registration Statement to the extent of the
number of shares of Common Stock which the Company is advised can be sold in
such offering without such material adverse
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effect (i) first, the shares of Common Stock proposed to be sold by the Company
(including, for this purpose, employees of the Company) for its own account;
(ii) second, the Registrable Securities proposed to be registered by a Holder
pursuant to a demand right under Section 1.2 hereof, if any; and (iii) third,
Registerable Securities and other equity securities requested to be included in
such Registration Statement by any Holder and all other shareholders of the
Company with piggyback registration rights applicable in such offering who
request such registration.
(c) In the event of an offering initiated pursuant to a demand
right granted by that certain Shareholders' Agreement dated March 30, 1994 by
and among the Company, MCA INC. and Xxxxx Xxxxx (jointly, with MCA INC. and
their respective permitted transferees, the "Shareholders"), the Company will
include in the Registration Statement to the extent of the number of shares of
Common Stock which the Company is advised can be sold in such offering without
such material adverse effect (i) first, the shares of Common Stock proposed to
be sold by the Shareholders; (ii) second, the shares of Common Stock proposed to
be registered by the Company; and (iii) third, Registerable Securities and other
equity securities requested to be included in such Registration Statement by any
Holder and all other shareholders of the Company with piggyback registration
rights applicable in such offering who requests such registration.
(d) For purposes of Section 1.4(a) and Section 1.4(b), shares
requested to be registered by similarly situated shareholders of the Company
shall be allocated among such shareholders, to the extent necessary, pro-rata on
the basis of number of Registrable Securities or other equity securities
requested to be included by such similarly situated shareholders.
(e) For purposes of any underwriter cutback, all Registrable
Securities held by any Holder as a partnership shall also include any
Registrable Securities held by the partners, retired partners, or affiliated
entities of such Holder, or the estates and family members of any such partners
and retired partners and any trusts for the benefit of any of the foregoing
persons, and the Holder and other persons shall be deemed to be a single
"selling Holder," and any reduction with respect to such "selling Holder" shall
be based upon the aggregate amount of shares carrying registration rights owned
by all entities and individuals included in such "selling Holder," as defined in
this sentence. No Registrable Securities or shares other than Registrable
Securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration.
(f) If any Holder disapproves of the terms of the underwriting,
it may elect to withdraw therefrom by written notice to the Company and the
underwriter. The Registrable Securities so withdrawn shall also be withdrawn
from registration.
(g) If the underwriter has not limited the number of Registrable
Securities to be underwritten, the Company may include securities for its own
account (or for the account of other shareholders) in such registration if the
underwriter so agrees and if the number of Registrable Securities that would
otherwise have been included in such registration and underwriting will not
thereby be limited.
1.5 Expenses of Registration. All expenses incurred in connection
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with the registration effected pursuant to Section 1.2 and all registrations
effected pursuant to Sections 1.3 and 1.10, including without limitation all
registration, filing, and qualification fees (including blue
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sky fees and expenses), printing expenses, escrow fees, fees and disbursements
of counsel for the Company and of one special counsel for the Holders, not to
exceed $15,000 for any such registration, and expenses of any special audits
incidental to or required by such registration, shall be borne by the Company;
provided, however, that the Company shall not be required to pay stock transfer
taxes or underwriters' discounts or commissions relating to Registrable
Securities. Notwithstanding anything to the contrary above, the Company shall
not be required to pay for any expenses of any registration proceeding under
Section 1.2 if the registration request is subsequently withdrawn at the request
of the Holders, unless the Holders agree to forfeit the right of the Holders to
a demand registration pursuant to Section 1.2. In the absence of such an
agreement to forfeit, the Holders requesting such registration shall bear all
such expenses. Notwithstanding the preceding sentence, however, if at the time
of the withdrawal, the Holders have learned of a material adverse change in the
condition, business, or prospects of the Company from that known to the Holders
at the time of their request, of which the Company had knowledge at the time of
the request, then the Holders shall not be required to pay any of said expenses
and shall retain their rights pursuant to Section 1.2.
1.6 Obligations of the Company. Whenever required under this Section
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1 to effect the registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities and use its best efforts to cause such
Registration Statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
Registration Statement effective for a period of up to one hundred twenty (120)
days or until the distribution contemplated in the Registration Statement has
been completed; provided, however, that (i) such 120-day period shall be
extended for a period of time equal to the period Holder refrains from selling
any securities included in such registration at the request of an underwriter of
Common Stock (or other securities) of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 120-day period shall be extended
to a total of not more than two-hundred seventy (270) days, if necessary, to
keep the Registration Statement effective until all such Registrable Securities
are sold, provided that Rule 415, or any successor rule under the 1933 Act,
permits an offering on a continuous or delayed basis, and provided further that
applicable rules under the 1933 Act governing the obligation to file a post-
effective amendment permit, in lieu of filing a post-effective amendment which
(A) includes any prospectus required by Section 10(a)(3) of the 1933 Act or (B)
reflects facts or events representing a material or fundamental change in the
information set forth in the Registration Statement, the incorporation by
reference of information required to be included in (A) and (B) above to be
contained in periodic reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 Act, as amended (the "1934 Act"), in the
Registration Statement.
(b) Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of all securities
covered by such Registration Statement;
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such
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other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
(d) Use its commercially reasonable best efforts to register and
qualify the securities covered by such Registration Statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions;
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. If the Holders
are participating in such underwriting, they shall also enter into and perform
their obligations under such an agreement; and
(f) Notify the Holders of Registrable Securities covered by such
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act of the happening of any event as a
result of which the prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
(g) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable
Securities registered hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.
1.7 Indemnification.
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(a) The Company will, and does hereby undertake to, indemnify
and hold harmless the Holders of Registrable Securities, each of the Holders'
officers, directors and partners, and each person controlling the Holders,
together with the respective agents of such persons, with respect to any
registration, qualification, or compliance effected pursuant to this Section 1,
and each underwriter, if any, and each person who controls any underwriter, of
the Registrable Securities held by or issuable to the Holders, against all
claims, losses, damages, and liabilities (or actions in respect thereto) to
which they may become subject under the 1933 Act or the 1934 arising out of or
based on (i) any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular, or other similar document
(including any related Registration Statement, notification, or the like)
incident to any such registration, qualification, or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(ii) any violation or alleged violation by the Company of any federal, state or
common law rule or regulation applicable to the Company in connection with any
such registration, qualification, or compliance, and will reimburse, as
incurred, the Holders, each such underwriter, and each such director, officer,
partner, agent and controlling person, for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action; provided that the
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Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense, arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by
an instrument duly executed by the Holders or underwriter and stated to be
specifically for use therein.
(b) The Holders will, if Registrable Securities held by or
issuable to the Holders are included in such registration, qualification, or
compliance, severally and not jointly, indemnify the Company, each of its
directors, each officer, and each person controlling the Company, each
underwriter, if any, and, each person who controls any underwriter, together
with the respective agents of such persons, of the Company's securities covered
by such a Registration Statement, against all claims, losses, damages, and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such Registration Statement, prospectus, offering circular, or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse, as incurred, the Company and each such
underwriter, for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) was made in such Registration Statement, prospectus, offering
circular, or other document, in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by the
Holders and stated to be specifically for use therein; provided, however, that
the liability of each Holder hereunder shall be limited to the net proceeds
received by such Holder from the sale of securities under such Registration
Statement. In no event will any Holder be required to enter into any agreement
or undertaking in connection with any registration under this Section 1
providing for any indemnification or contribution obligations on the part of
such Holder greater than such Holder's obligations under this Section 1.7.
(c) Each party entitled to indemnification under this Section
1.7 (the "Indemnified Party") shall give notice to the party required to provide
such indemnification (the "Indemnifying Party") of any claim as to which
indemnification may be sought promptly after such Indemnified Party has actual
knowledge thereof, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be subject to approval by the Indemnified Party (whose
approval shall not be unreasonably withheld) and the Indemnified Party may
participate in such defense with its separate counsel at the Indemnifying
Party's expense if representation of such Indemnified Party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding; and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 1, except to the extent that such failure to give
notice shall materially adversely affect the Indemnifying Party in the defense
of any such claim or any such litigation. No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff therein, to such Indemnified Party, of a release from all
liability in respect to such claim or litigation.
(d) If the indemnification provided for in this Section 1.7 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss,
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liability, claim, damage, or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a Registration Statement under this Section 1, and otherwise.
1.8 Information by the Holders. If the Holders of Registrable
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Securities include Registrable Securities in any registration, the Holders shall
furnish to the Company such information regarding the Holders and the
distribution proposed by the Holders, as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification, or compliance referred to in this Section 1.
1.9 Transfer of Registration Rights. Subject to such other
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restrictions as may exist under any agreement between any Holder and the
Company, the rights of the Holders contained in Sections 1.2, 1.3 and 1.10
hereof, to cause the Company to register the Registrable Securities, may be
assigned or otherwise conveyed to a transferee or assignee of Registrable
Securities, who shall be considered a "Holder" for purposes of this Section 1;
provided that such transferee or assignee, (a) receives such securities as a
partner in connection with partnership distributions of the Holder, or (b)
acquires 100% of the Registrable Securities held by the Holder; provided
further, that such assignment shall be effective only if immediately following
such transfer the further disposition of such securities by the transferee be
restricted under the 1933 Act and that the Company is given written notice by
the Holder at the time of or within a reasonable time after said transfer
stating the name and address of said transferee or assignee and identifying the
securities with respect to which such registration rights are being assigned.
1.10 Form S-3. In the case the Company shall be eligible to register
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securities on Form S-3 and shall receive from any Holder or Holders of at least
fifty percent (50%) of the Outstanding Registrable Securities a written request
or requests that the Company effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders at any time on or after twelve (12)
months following the consummation of a Qualified Public Offering, the Company
will:
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(a) promptly give written notice or the proposed registration,
and any related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder's
or Holders' Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or
Holders joining in such request as are specified in a written request given
within 15 days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.10: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $2,000,000; (iii) if the
Company shall furnish to Holders a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such Form S-3 registration to be effected as such time, in which event the
Company shall have the right to defer the filing of the Form S-3 Registration
Statement for a period of not more than 120 days after receipt of the request of
the Holder or Holders under this Section 1.10; (iv) if the Company has, within
the twelve (12) month period preceding the date of such request, already
effected three (3) registrations on Form S-3 for the Holders pursuant to this
Section 1.10; or (v) in any particular jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to service
of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a
Registration Statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. Registrations effected pursuant to this
Section 1.10 shall not be counted as demands for registration pursuant to
Section 1.2.
1.11 Delay of Registration. The Holders shall not have any right to
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obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.
1.12 Limitations on Subsequent Registration Rights. From and after
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the date of this Agreement, the Company shall not, without the prior written
consent of a majority of the Holders, enter into any agreement with any holder
or prospective holder of any securities of the Company which would allow such
holder or prospective holder to include any securities in any registration filed
under Section 1.2 or 1.3 hereof unless (i) under the terms of such agreement
with any person other than an institutional or venture capital investor, such
holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of such securities will not
diminish the amount of Registrable Securities which are included in such
registration, and (ii) under the terms of such agreement with an institutional
or venture capital investor, such holder or prospective holder may include such
securities in any such registration only on a pari passu basis with the Holders
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of Registrable Securities. Any agreement for such registration rights will
include the equivalent of Section 1.14 as a term.
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1.13 Rule 144 Reporting. With a view to making available to the
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Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the 1933 Act, at all times commencing ninety (90) days after
the effective date of the first registration filed by the Company for an
offering of its securities to the general public;
(b) File with the SEC, in a timely manner, all reports and
other documents required of the Company under the 1933 Act and 1934 Act; and
(c) So long as the Holders own any Registrable Securities,
furnish to any Holder forthwith upon request: a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 of the
1933 Act, and of the 1934 Act (at any time after it has become subject to such
reporting requirements); and such other reports and documents as any Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.
1.14 "Market Stand-Off" Agreement. The Holders hereby agree that
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during the 180-day period following the effective date of a Registration
Statement of the Company filed under the 1933 Act, it shall not, to the extent
requested by the Company and any underwriter, sell or otherwise transfer or
dispose of (other than to donees who agree to be similarly bound) any Common
Stock of the Company held by it at any time during such period except Common
Stock included in such registration; provided, however, that all officers and
directors of the Company enter into similar agreements. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of the Holders until the end of such
period.
1.15 Amendment of Registration Rights. Any provision of this Section
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1 may be amended and the observance thereof may be waived (either generally or
in a particular instance and either retroactively or prospectively) only with
the written consent of the Company and the Holders of not less than a majority
of the Registrable Securities then outstanding. Any amendment or waiver
effected in accordance with this Section shall be binding upon the Holders, each
future holder of Registrable Securities and the Company.
1.16 Termination of Registration Rights. The Holders shall not be
----------------------------------
entitled to exercise any right provided for in Sections 1.2, 1.3 and 1.10 after
the earlier of (i) five (5) years following the consummation of a Qualified
Public Offering, or (ii) for an individual Holder, the date that such Holder
shall be free to transfer such shares without restriction as to volume pursuant
to Rule 144(k) under the 1933 Act.
-10-
2. COMPANY COVENANTS
-----------------
The Company hereby covenants and agrees as follows:
2.1 Basic Financial Information.
---------------------------
(a) So long as the Holder or any subsidiary, affiliate or
partner of the Holder holds at least Ninety-Nine Thousand Dollars ($99,000)
principal amount of Promissory Notes, the Company hereby covenants and agrees to
furnish the following reports:
(i) As soon as practicable after the end of each fiscal
year, and in any event within 110 days thereafter, audited consolidated balance
sheets of the Company and its subsidiaries, if any, as at the end of such fiscal
year, and audited consolidated statements of income and cash flows of the
Company and its subsidiaries, if any, for such fiscal year, prepared in
accordance with generally accepted accounting principles and setting forth in
each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and accompanied by a report and opinion thereon, by
independent public accountants of national reputation selected by the Company's
board of directors.
(ii) As soon as practicable after the end of each of the
first three (3) fiscal quarters of the fiscal year, but in any event within
forty-five (45) days after the end of each such fiscal quarter, the Company's
unaudited consolidated balance sheet as of the end of such quarter, and its
unaudited consolidated statements of income and cash flows for such quarter, all
in reasonable detail and prepared in accordance with generally accepted
accounting principles and certified by the principal financial or accounting
officer of the Company.
(b) The rights granted pursuant to this Section 2.1 may not be
assigned or otherwise conveyed by the Holders or by any subsequent transferee of
any such rights without the written consent of the Company, which consent shall
not be unreasonably withheld; provided that the Company may refuse such written
consent if the proposed transferee is a competitor of the Company; and provided
further, that no such written consent shall be required if the transfer is in
connection with the transfer of the Securities to any partner or retired partner
of any Holder or to any such partner's estate.
2.2 Reservation of Common Stock. The Company will at all times
---------------------------
reserve and keep available solely for issuance and delivery upon exercise of the
Warrants, the number of shares of Common Stock issuable upon such exercise.
2.3 Expiration of Covenants. The covenants set forth in this Section
-----------------------
2 (other than those set forth in Section 2.1(a)) shall expire and be of no
further force or effect upon the consummation of a Qualified Public Offering.
3. MISCELLANEOUS
-------------
3.1 Governing Law. This Agreement shall be governed in all respects
-------------
by the law of the State of California, without giving effect to its principles
regarding conflicts of law.
-11-
3.2 Entire Agreement; Amendment. This Agreement constitutes the full
---------------------------
and entire understanding and agreement between the parties with respect to the
subject matter hereof. Except as otherwise provided in Section 1.15 above, this
Agreement may be amended, waived, discharged or terminated only by written
consent of the Company and the Holders of at least a majority of the then
outstanding Registrable Securities.
3.3 Notices. All notices and other communications required or
-------
permitted hereunder shall be in writing and shall be delivered personally,
mailed by first class mail, postage prepaid, or delivered by Federal Express
overnight delivery, at the respective addresses of the parties as set forth in
the Subscription Agreement, or at such other address as the parties shall have
furnished to the other parties in writing. Notices that are mailed shall be
deemed received three (3) days after deposit in the United States mail or one
(1) day after deposit with Federal Express for overnight delivery.
3.4 Counterparts; Facsimile. This Agreement may be executed in any
-----------------------
number of counterparts and may be delivered by telecopy or facsimile, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
3.5 Severability. In case any provision of this Agreement shall be
------------
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not be any way affected or
impaired thereby.
3.6 Titles and Subtitles. The titles of the sections of this
--------------------
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
-12-
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
ABS Employees' Venture Fund Limited Partnership
--------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------------------------
Title: Treasurer, Alex. Xxxxx Investments, Inc.
--------------------------------------------
General Partner of the Partnership
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 Xxxx Xxxxxxx Xxxx
--------------------------------------------------
Xxxxxxxx, XX 00000
--------------------------------------------------
Attn: Xxxxxxxxx Xxxxx
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
14
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxx
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
"Clearview"
--------------------------------------------------
00, Xxxxxx Xxxx, Xxxxxx Xxxx,
--------------------------------------------------
Heartfordshire, Xxxxxxx, XX0, OPP
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
The Binder 1989 Trust
By: Xxxxxxxx X. Xxxxxx, Trustee
--------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx Trustee
-----------------------------------------------
Name: The Binder 1989 Trust Xxxxxxxx X. Xxxxxx and
---------------------------------------------
Xxxxxx X. Xxxxxx
Title: Trustees
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
1905 Yacht Colinia
--------------------------------------------------
Xxxxxxx Xxxxx, XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxx Trust
--------------------------------------------------
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
5432 Catowba
--------------------------------------------------
Xxxxxx, XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx & Xxxxx Xxxxx Living Trust Dated 1989
--------------------------------------------------
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxx
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 Xxxxxx Xxx
--------------------------------------------------
__________________________________________________
Xxxxx Xxxxxx, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxx Camps & Xxxxx Xxxxx Camps
--------------------------------------------------
By: /s/ Xxxxxx Camps
-----------------------------------------------
Name: Xxxxx Xxxxx Camps
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Xxxxxx Camps
--------------------------------------------------
6942 Lawnhaven
--------------------------------------------------
Xxxxxxxxxx Xxxxx, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
NAME OF HOLDER:
Froley, Revy Investment co., Inc. Account: State
Street Bank as Trustee for Pension Reserves
Investment Management Board
--------------------------------------------------
By: /s/ Xxxxxx X'Xxxxxxx
-----------------------------------------------
Name: Xxxxxx X'Xxxxxxx
---------------------------------------------
Title: Managing Director
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
State Street Bank & Trust Co.
--------------------------------------------------
Master Trust Division
--------------------------------------------------
P. O. Box 1713
--------------------------------------------------
Xxxxxx, XX 00000
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Delaware Charter Guarantee & Trust Co. TTEE FBO
C/F Xxxxx Xxxxx MD
--------------------------------------------------
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Name: Xxxxx Xxxxx
---------------------------------------------
Title: Beneficial Owner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Delaware Charter Guarantee & Trust
--------------------------------------------------
P. O. Box 8963
--------------------------------------------------
Wilmington, DE 19899-8963
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Delaware Charter Guarantee & Trust Company TTEE
FBO XXXXXXXX XXXXXXXXX
--------------------------------------------------
By: /s/ XXXXXXXX XXXXXXXXX
-----------------------------------------------
Name: XXXXXXXX XXXXXXXXX
---------------------------------------------
Title: Beneficial Owner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Delaware Charter Guarantee & Trust Co.
--------------------------------------------------
P. O. Box 8963
--------------------------------------------------
Wilmington, DE 19899-8963
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
DELAWARE CHARTER GUARANTEE & TRUST COMPANY TTEE
FBO XX. XXXX XXXXXXX
--------------------------------------------------
By: /s/ Xx. Xxxx Xxxxxxx
-----------------------------------------------
Name: XX XXXX XXXXXXX
---------------------------------------------
Title: BENEFICIAL OWNER
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
DELAWARE CHARTER GUARANTEE & TRUST CO.
--------------------------------------------------
X.X. XXX 0000
--------------------------------------------------
XXXXXXXXXX, XX 00000 - 8963
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
DELAWARE CHARTER GUARANTEE & TRUST COMPANY TTEE
FBO XXXX XXXXXXX
--------------------------------------------------
By: /s/ Xxxx Xxxxxxx
-----------------------------------------------
Name: XXXX XXXXXXX
---------------------------------------------
Title: BENEFICIAL OWNER
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
DELAWARE CHARTER GUARANTEE & TRUST CO.
--------------------------------------------------
X.X. XXX 0000
--------------------------------------------------
XXXXXXXXXX, XX 00000 - 8963
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
DELAWARE CHARTER GUARANTEE & TRUST CO. TTEE
XXXXXXX X. XXXXXXXX ISDRP
--------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------------
Name: XXXXXXX X. XXXXXXXX
---------------------------------------------
Title: BENEFICIAL OWNER
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
DELAWARE CHARTER GUARANTEE & TRUST
--------------------------------------------------
X.X. XXX 0000
--------------------------------------------------
XXXXXXXXXX, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------------
Name: XXXXX XXXXXXXX
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00 XXXXXXXX XX
--------------------------------------------------
XXXXX XXXXX XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
DIAGNOSTIC IMAGING MEDICAL GROUP OF SM PROFIT
SHARING PLAN FBO XXXXX
--------------------------------------------------
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Name: XX XXXXX XXXXX
---------------------------------------------
Title: BENEFICIAL OWNER
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 XXXX XXX
--------------------------------------------------
XXXXXX XXXXXX, XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------------
By:_______________________________________________
Name: XXXXX X. XXXXXXXXXX
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
XXXXXXXX X. XXXXXXX
--------------------------------------------------
000 XXXXX XXX
--------------------------------------------------
XXXXXXXX, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
XXXXXXXX X. XXXXXXXXXX
--------------------------------------------------
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Name: XXXXXXXX X. XXXXXXXXXX
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
XXXXXXXX X. XXXXXXX
--------------------------------------------------
000 XXXXX XXXXXX
--------------------------------------------------
XXXXXXXX, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxx X. Xxxxxxxxxx AS AGENT FOR
-----------------------------------------------
Name: R. XXXXX XXXXXXXXXX
--------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
XXXXXXXX X. XXXXXXX
--------------------------------------------------
000 XXXXX XXX
--------------------------------------------------
XXXXXXXX, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxxxxx, President
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Name: Xxxxx Xxxxx
---------------------------------------------
Title: N/A
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 Xxxxxx Xxxxxx Xxxxx
--------------------------------------------------
Xxxxxxx Xxxxx, XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxx Xxxx
-----------------------------------------------
Name: XXXX XXXX
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
0000 00xx Xxx.
--------------------------------------------------
Xxxxxxx, XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxx Living Trust 3/20/96
----------------------------------------------
By: /s/ Xxxxxx Xxxx Xx
-------------------------------------------
Name: Xxxxxx Xxxx Xx
-----------------------------------------
Title: Trustee
----------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00 Xxxxxxxx Xx
----------------------------------------------
Xxxxxxx Xxxxx XX, 00000
----------------------------------------------
______________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
___________________________________________
Xxxxxxxxxxx X. Xxxxxxxxxx, President
Froley, Revy Investment Co., Inc.
NAME OF HOLDER: Account: Bank Of Bermuda, Ltd.
Xxxxxxxx, Bermuda As Trustee For
WAFRA Discretionary Portfolio
----------------------------------------------
By: /s/ Xxxxxx X'Xxxxxxx
-------------------------------------------
Name: Xxxxxx X'Xxxxxxx
-----------------------------------------
Title: Managing Director
----------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Bank of Bermuda, Ltd.
----------------------------------------------
0 Xxxxx Xx. X. X. Xxx XX 0000
----------------------------------------------
Hamilton, JMDX, Bermuda
----------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
The Xxxxx Family Trust
----------------------------------------------
By: /s/ Xx. Xxxxx Xxxxx
-------------------------------------------
Name: Xx. Xxxxx Xxxxx
-----------------------------------------
Title: Trustee
----------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
6578-B Xxx Del Sol
----------------------------------------------
Xxxxxx Xxxxx, XX 00000
----------------------------------------------
______________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxxx Xxxxxxxxx
----------------------------------------------
By: /s/ Xxxxxxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
-----------------------------------------
Title:________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
18772 Via Verona
----------------------------------------------
Xxxxxx, XX 00000
----------------------------------------------
______________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
Froley, Revy Investment Co., Inc.
NAME OF HOLDER: Account: The Northern Trust Company
as Trustee for Nalco Chemical
Company Retirement Trust
----------------------------------------------
By: /s/ Xxxxxx X'Xxxxxxx
-------------------------------------------
Name: Xxxxxx X'Xxxxxxx
-----------------------------------------
Title: Managing Director
----------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
The Northern Trust Company
----------------------------------------------
P. O. Box 92923
----------------------------------------------
Xxxxxxx, XX 00000
----------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx X. Xxxxxx
----------------------------------------------
By:___________________________________________
Name: Xxxxxxx X. Xxxxxx
-----------------------------------------
Title: Individual
----------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 Xxxxxx Xxxxx
----------------------------------------------
Xxxxxx Xxxxxx XX 00000
----------------------------------------------
______________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:____________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxx X. Xxxxxxx Living Trust Dated 1/3/91
-----------------------------------------------
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Trustee
------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
15 Havenwood
------------------------------------------------
Xxxxxx XX 00000
------------------------------------------------
________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:__________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
______________________________________________
By: /s/ Xxxxx XxxXxxxxxx
-------------------------------------------
Name: Xxxxx XxxXxxxxxx
-----------------------------------------
Title: Xxxxxxxxxxx X. XxxXxxxxxx &
----------------------------------------
Xxxxx Xxxxxxxxxx JTWROS
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
9 Xxxxxxxx
----------------------------------------------
Xxxxxx, Xxxxxxxxxx, XX 00000
----------------------------------------------
______________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
_____________________________________________
By: /s/ Xxxxxx Xxxxx MD.
-------------------------------------------
Name: Xxxxxx Xxxxx MD.
-----------------------------------------
Title:________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
0000 Xxxxx 00xx Xxx.
----------------------------------------------
Xxxxxxxxx, Xx. 00000
----------------------------------------------
______________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, Trustees
of the Xxxxx Revocable Trust Dated 2/7/91
----------------------------------------------
By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxx Xxxxx Xxxxxx Xxxxx
-----------------------------------------
Title: Trustees
----------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Xxxxxx and Xxxxxx Xxxxx
----------------------------------------------
30272 LA Fleur
----------------------------------------------
Xxxxxx Xxxxxx, XX 00000
----------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
______________________________
By: /s/ Xxxxxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
-------------------------
Title:________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
/s/ Xxxx Xxxxx
------------------------------
000 Xxxxxxx Xxx.
------------------------------
Savoy IL 61874
------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
LANDAU FAMILY TRUST
--------------------------------------------------
By: /s/ Xxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxx
---------------------------------------------
Title: CoTrustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
30762 La Mer
--------------------------------------------------
Laguna Niguel
--------------------------------------------------
XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx Xxxxxxxx
--------------------------------------------------
By: /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------------
Name: Xxxxxxx & Xxxxxxxxx Xxxxxxxx JTWROS
---------------------------------------------
Title: EXEC V.P.
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
0000 Xxxxxxxxxx Xxx
--------------------------------------------------
Xxxx Xxxx XX 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
LOUSEN LIVING TRUST
--------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
/s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxxxx X. Xxxxxx
---------------------------------------------
Title: Trust Managers
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 Xxx Xxxxxx Xx.
--------------------------------------------------
Xxxxxxxxxx, Xx 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxx X. Xxxxx
-------------------------------------------------
By:______________________________________________
Name: Xxxx X. Xxxxx
--------------------------------------------
Title:___________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 Xxxxxxx Xxx Xx,
--------------------------------------------------
#000 Xxxxxx, Xx, 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxxx Partners, L.P.
--------------------------------------------------
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------------------
Title: General Partner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
X.X. Xxx 0000
--------------------------------------------------
Xxxxxx, Xx. 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Dr. M. Xxxxxxx Xxxxxxxxxx & Xx. Xxxxx Xxxxx
Co-TTEES of Ocics Profit Shar Pln 12/31/88
FBO Xxxx Xxxxx MD.
--------------------------------------------------
By: /s/ Xxxx Xxxxx
-----------------------------------------------
Name: Xxxx Xxxxx
---------------------------------------------
Title: Beneficial Owner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
0000 Xxxx Xxxxx Xx
--------------------------------------------------
Xxxxx Xxx, Xx 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Dr. M. Xxxxxxx Xxxxxxxxxx & Xx. Xxxxx Xxxxx Co-
ttees of Ocics Profit Shar Plns 12/31/88 FBO
Federal Waffarn M.D
--------------------------------------------------
By: /s/ Ferzal Waffarn
-----------------------------------------------
Name: Ferzal Waffarn M.D
---------------------------------------------
Title: Beneficial Owner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 Xxxxx Xxx Xxxxx
--------------------------------------------------
Xxxxx Xxx. Xx 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By: Xxxxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
Forley, Revy Investment Co., Inc.
NAME OF HOLDER: Account: Xxxxx Fargo Bank as Agent
for Oregon Equity Fund
--------------------------------------------------
By: /s/ Xxxxxx X'Xxxxxxx
-----------------------------------------------
Name: Xxxxxx X'Xxxxxxx
---------------------------------------------
Title: Managing Director
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Xxxxx Fargo Bank, N.A.
--------------------------------------------------
Master Trust Division
--------------------------------------------------
00000 Xxxx Xxxxxx Xx.
--------------------------------------------------
Xxxxxxxxx, Xx 00000
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER: Xxxxxxx X. Xxxxxxxxxx as Trustee of the
Xxxxxxx X. Xxxxxxxxxx Revocable Trust
U/A/D/ 1/18/80
--------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
Xxxxxxxx X. Xxxxxxx
--------------------------------------------------
000 Xxxxx Xxxxxx
--------------------------------------------------
Xxxxxxxx, XX 00000
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxx Xxxxxxx & Xxxxxxx Xxxxxxx JTTEN
--------------------------------------------------
By: /s/ Xxxxx Xxxxxxx
----------------------------------------------
/s/ Xxxxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxx
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 Xxxxxxxx XX.
--------------------------------------------------
Xxxxx Xxx, Xx 00000
--------------------------------------------------
__________________________________________________
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
XX. XXXX XXXXX & XXXX X. XXXXX JTWROS
--------------------------------------------------
By: /s/ Xxxx Xxxxx, Xxxx Xxxxx
-----------------------------------------------
Name: XX. XXXX XXXXX XXXX XXXXX
---------------------------------------------
Title:
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
0000 XXXX XXXXX XX
--------------------------------------------------
XXXXX XXX, XX. 00000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
XXXXX X. XXXXXXX & XXXXX X. XXXXXXX
--------------------------------------------------
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Name: XXXXX X. XXXXXXX & XXXXX X. XXXXXXX
---------------------------------------------
Title:
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 XXXXXXXX XXXX
--------------------------------------------------
XXXXX XXX, XX 00000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxx Family Trust
--------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx X. Xxxxxxx Revocable Trust Vad 3/30/93
--------------------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxx (SL)
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
43 Mirador
--------------------------------------------------
Irvine, CA
--------------------------------------------------
92612
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER: Xxxxxxxxx, Xxxxx Xxxxxxx & Xxxxx
Investment Partnership of 1982
--------------------------------------------------
By: /s/ X. X. Xxxxxx
-----------------------------------------------
Name: X. X. Xxxxxx
---------------------------------------------
Title: Partner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx X. Xxxxxx
--------------------------------------------------
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: XXXXXXX X. & XXXXX X. XXXXXX
---------------------------------------------
Title:
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 XXXXXXXXXX XXXXX
--------------------------------------------------
XXXXX XXX, XX 00000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx X. Xxxxxxxx
--------------------------------------------------
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
803 Sycamore
--------------------------------------------------
Xxx Xxxxx, XX 00000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER: FEIZEL WAFFARN & XXXXXXX XXXXXXX TR
UA 03-12-90 WAFFARN FAMILY TRUST
--------------------------------------------------
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------------
Name: FEIZEL WAFFARN MD
---------------------------------------------
Title: TRUSTEE
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 XXXXX XXX XXXXX
--------------------------------------------------
XXXXX XXX, XX 00000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxx & Xxxxx Scloss Associates LP
--------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxx, Gen'l Partner
---------------------------------------------
Title: Portfolio Manager
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: Xxxxxx & Xxxxx Xxxxxxx Associates LP
00 Xxxxxxxxxx Xxxxxx 0xx Xxxxx
Xxx Xxxx XX 00000-0000
--------------------------------------------------
Please note that all interest payments are t
--------------------------------------------------
Xxxxxx & Xxxxx Xxxxxxx Associates LP
c/o Chase Manhattan Bank
--------------------------------------------------
X.X.Xxx 1768 Attn: Xxxxx Xxxxxx
Xxxxx Xxxxxxx Xxxxxxx
Xxx Xxxx XX 00000
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
WECHSLER & CO., INC
--------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------
Name: XXXXXX X. XXXXXXXX
---------------------------------------------
Title: CHAIRMAN
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 XXXXX XXXXXXX XXXX
--------------------------------------------------
XX. XXXXX, XX 00000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
INTERPLAY PRODUCTIONS
By:
_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER: XXXXXXX X. XXXXXXX TTEE FOR THE XXXXXXX X. XXXXXXX
PENSION PLAN TR DTD 12-28-87
--------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: XXXXXXX X. XXXXXXX
---------------------------------------------
Title: TRUSTEE
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
0000 XXXXXXXX XX., XXX. #0
--------------------------------------------------
XXXXXXXXX, XX 00000-0000
--------------------------------------------------
--------------------------------------------------
[SIGNATURE PAGE TO
INVESTORS' RIGHTS AGREEMENT]
13
EXHIBIT 1
Purchasers
----------
EXHIBIT 1
LIST OF PURCHASERS
ABS Employees' Venture Fund
Limited Partnership (Alex. Xxxxx
Investments, Inc., General Partner)
Xxxxxx Ventures, Ltd., a British Virgin
Islands Corporation
Xxxxxxx, Xxxxx Xxxx
Xxxxxx 1989 Trust,Xxxxxxxx X. Xxxxxx & Xxxxxx X. Xxxxxx, Trustees
Xxxxx Trust dated 1/27/93, Xxxxx X. Xxxxx, Trustee
Xxxxx Living Trust dated 2/21/89, Xxxxxxx X. & Xxxxx Xxxxxx Xxxxx, Trustees
Camps, Xxxxxx "Xxxxx" & Xxxxx Xxxxx
CATAMARAN & CO. as nominee for Pension Reserves
Investment Management Board
Delaware Charter Guarantee & Trust Co., Trustee
for the benefit of Xxxxx Xxxxx,
Delaware Charter Guarantee & Trust Co., Trustee,
for the benefit of Xxxxxxxx Xxxxxxxxx
Delaware Charter Guarantee & Trust Co., Trustee,
for the benefit of Xxxx Xxxxxxx
Delaware Charter Guarantee & Trust Co., Trustee
Xxxxxxx X. Xxxxxxxx Self-Employed for the benefit of
Xxxxxxx X. Xxxxxxxx Integrated Self-Directed
Retirement Plan dated 1/27/97
Xxxxxxxx, Xxxxx
Diagnostic Imaging Medical Group of Santa Xxxxx Profit Sharing Plan,
for the benefit of Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx X.
Xxxxxxxxxx, Xxxxxxxx X.
Xxxxxxxxxx, R. Xxxxx
Xxxxx, Xxxxx
Xxxx, Xxxx
Xxxx Living Trust dated 3/20/96, Xxxxxx Xxxx, Xx., Trustee
XXXXXXX & CO. as nominee for Convertible
Securities Fund, WAFRA Portfolio
Xxxxx Family Trust, Xxxxx Xxxxx, M.D., Trustee
Hamashige, Shinichi
HOW&CO as nominee for Nalco Chemical
Company Retirement Trust
Xxxxxx, Xxxxxxx X.
Xxxxx X. Xxxxxxx Living Trust dated 1/31/91, Xxxxx X. Xxxxxxx, Trustee
Xxxxxxxxxx, Xxxxxxxxxxx & Xxxxx
Xxxxx, Xxxxxx X., M.D.
Xxxxx Revocable Trust dated 2/7/91, Xxxxxx X. & Xxxxxx X. Xxxxx, Trustees
Korompis, Xxxxx
Xxxxx, Xxxxxxx X.
Xxxxxx Family Trust dated 11/29/90, Xxxxx & Xxxxxxxx Xxxxxx, Trustees
Xxxxxxxx, Xxxxxxx & Xxxxxxxxx
Xxxxxx Living Trust dated 10/26/94, Xxxxxx X. & Xxxxxxxx X. Xxxxxx, Co-Trustees
Xxxxx, Xxxx X.
Xxxxxxxx Partners, L.P.
OCICS Profit Sharing Plan, Dr. M. Xxxxx Xxxxx
& Dr. M. Xxxxxxx Xxxxxxxxxx, Co-Trustees for the benefit of Xxxx Xxxxx, M.D.
2.
OCICS Profit Sharing Plan, Dr. M. Xxxxx Xxxxx &
Dr. M. Xxxxxxx Xxxxxxxxxx, Co-Trustees for the
benefit of Xxxxxx Xxxxxxx, M.D.
OREFUND as nominee for Oregon Equity Fund
Xxxxxxx X. Xxxxxxxxxx Revocable Trust dated 1/18/90,
Xxxxxxx X. Xxxxxxxxxx, Trustee
Xxxxxxx, Xxxxx & Xxxxxxx
Xxxxxxx, X.X.
Xxxxx, Xx. Xxxx and Xxxx X.
Xxxxxxx, Xxxxx X. & Xxxxx X.
Xxxxx Family Trust dated 10/2/92, Xxxxxxx X. Xxxxx & Xxxxx Xxxxx, Trustees
Xxxxxxx X. Xxxxxxx Revocable Trust dated 3/30/93, Xxxxxxx X. Xxxxxxx, Trustee
Stradling, Yocca, Xxxxxxx & Xxxxx Investment Partnership of 1982
Tanaka, Xxxxxxx X. & Xxxxx X.
Xxxxxxxx, Xxxx
Xxxxxxx Family Trust dated 3/12/90, Feizal & Xxxxxxx Xxxxxxx, Trustees
Xxxxxx & Xxxxx Xxxxxxx Associates, X.X.
Xxxxxxxx & Co., Inc.
Xxxxxxx X. Xxxxxxx Pension Plan Trust dated 12/28/87, Xxxxxxx X. Xxxxxxx,
Trustee
3.
AMENDMENT TO INVESTORS' RIGHTS AGREEMENT
This Amendment is made this 19th day of June, 1997, to that certain
Investors' Rights Agreement dated October 10, 1996 (the "Rights Agreement"), by
and among Interplay Productions, a California corporation (the "Company"), and
certain Purchasers listed on Exhibit 1 attached thereto (individually a "Holder"
---------
and collectively the "Holders").
RECITALS
--------
WHEREAS, pursuant to the Rights Agreement, the Company granted to the
Holders certain registration and other rights; and
WHEREAS, the Company and the Holders desire to extend the rights under the
Rights Agreement to include shares of the Company's Common Stock issued upon the
May 1, 1997 conversion of the interest due to certain Holders under the
Promissory Notes and any additional shares of Common Stock and equity issued
upon future conversions of interest under the Promissory Notes that may be
approved by the Company's Board of Directors;
NOW, THEREFORE, the parties agree to amend the Rights Agreement as follows:
1. Section 1.1.1(c) of the Rights Agreement is hereby amended to read as
follows:
"(c) The term 'Registrable Securities' means (i) Common Stock issued
upon exercise of the Warrants held by the Holders pursuant to the Subscription
Agreements; (ii) 16,362 shares of the Company's Common Stock issued upon the May
1, 1997 conversion of the interest due to certain Holders under the Promissory
Notes and any additional shares of Common Stock or equity issued upon future
conversions of interest under the Promissory Notes that may be approved by the
Company's Board of Directors; and (iii) any Common Stock of the Company issued
as (or issuable upon conversion or exercise of any warrant, right, or other
security that is issued as) a dividend or other distribution with respect to, or
in exchange or in replacement of, such Registrable Securities (as defined
herein). In the event of any recapitalization by the Company, whether by stock
split, reverse stock split, stock dividend or the like, the number of shares of
Registrable Securities used throughout this Agreement for various purposes shall
be proportionately increased or decreased."
2. The terms not defined herein shall have the meaning ascribed to them
in the Rights Agreement.
1
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement as of the date as of the date first above written.
INTERPLAY PRODUCTIONS.
a California corporation
By:__________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT __________________________________________
__________________________________________
__________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS.
a California corporation
By:__________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
ABS Employees' Venture Fund L.P.
------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------------
Title: Treasurer, Xxxx Xxxxx Investments,
-----------------------------------
Inc., General Partner
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT /s/ Xxxxxxxxx X. Xxxxx
------------------------------------------
0 Xxxxx Xxxxxx
------------------------------------------
Xxxxxxxxx, XX 00000
------------------------------------------
fax: 000-000-0000
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement as of the date as of the date first above written.
INTERPLAY PRODUCTIONS,
a California corporation
By:__________________________________________
Xxxxxxxxxxx X. Xxxxxxxxxx, President
NAME OF HOLDER:
__________________________________________
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: Xxx Xxxxx
------------------------------------------
Title: BENEFICIARY of trust
------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT 0000 Xxxxxxxx Xx
------------------------------------------
Tarzana Calif
------------------------------------------
91356
------------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS
a California corporation
By:__________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxx Ventures, Ltd,
------------------------------------------
By: /s/ Tisno Onggara
-------------------------------------
Name: Tisno Onggara for Xxxxxx Ventures
------------------------------------
Title:____________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT Tisno Onggara.
------------------------------------------
1999 Ave of the Stars, # 2590,
------------------------------------------
XX, XX 00000
------------------------------------------
------------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS
a California corporation
By:__________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
------------------------------------------
By: /s/ Xxxxx X Xxxxxxx
---------------------------------------
Name: Xxxxx X Xxxxxxx
------------------------------------
Title:____________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT "CLEARVIEW" 00 XXXXXX XXXX
------------------------------------------
XXXXXX XXXX, HERTS, EN40PP
------------------------------------------
ENGLAND
------------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
The Binder 1989 Trust
--------------------------------------------------
/s/ Xxxxxxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
XXXXXXXX X. XXXXXX
Name: XXXXXX X. XXXXXX
-----------------------------------------------
Title: TRUSTEES
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
1905 YACHT COLINIA
--------------------------------------------------
XXXXXXX XXXXX, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
XXXXX TRUST
--------------------------------------------------
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Name: XXXXX XXXXX
---------------------------------------------
Title: TRUSTEE
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
5432 Catowba
--------------------------------------------------
Xxxxxx, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxx and Xxxxx
Xxxxx Trust Dated
--------------------------------------------------
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------------
Name: XXXXXXX XXXXX
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
CATAMARAN & CO.
--------------------------------------------------
By: /s/ K. Xxxxxx X'Xxxxxxx
-----------------------------------------------
Name: K. Xxxxxx X'Xxxxxxx
---------------------------------------------
Title: Managing Director,
--------------------------------------------
Froley, Revy Investment Co., Inc.
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
/s/ Xxxxx Xxxxxxxx
--------------------------------------------------
By:
-----------------------------------------------
NAME: Xxxxx Xxxxxxxx
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
--------------------------------------------------
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------------
Name: XXXXX X. XXXXXXXXXX
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 XXXXX XXX
--------------------------------------------------
XXXXXXXX XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------------------
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Name: XXXXXXXX X. XXXXXXXXXX
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 XXXXX XXX.
--------------------------------------------------
XXXXXXXX, XX. 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
XXXXXXX X. XXXXXXXXXX
--------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
---------------------------------------------
REVOCABLE TRUST U/A/D1/18/80
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
000 Xxxxx Xxxxxx
--------------------------------------------------
Xxxxxxxx, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:/s/ Xxxxxxxxxxx X. Xxxxxxxxxx,
------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
NAME OF HOLDER:
Xxxxxxx X. Xxxxxxx
--------------------------------------------------
By:
_______________________________________________
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------------
Title: [ILLEGIBLE]
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:___________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Name: Xxxxx Xxxxx
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 Xxx Xxxxxx Xxx
--------------------------------------------------
Xxxxxx XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxx Xxxx Xxxx
-----------------------------------------------
Name: Xxxx Xxxx Xxxx
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date first above written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
XXXXXXX & CO.
--------------------------------------------------
By: /s/ K. Xxxxxx X'Xxxxxxx
-----------------------------------------------
Name: K. Xxxxxx X'Xxxxxxx
---------------------------------------------
Title: Managing Director,
--------------------------------------------
Froley, Revy Investment Co., Inc.
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
NAME OF HOLDER:
Xxxxxxxx Xxxxxxxxx
--------------------------------------------------
By: /s/ Xxxxxxxx Xxxxxxxxx
-----------------------------------------------
DELAWARE CHARTER GUARANTEE & TRUST CO.
Name: TRUSTEE FBO XXXXXXXX XXXXXXXXX
---------------------------------------------
Title: BENEFICIAL OWNER
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
18772 VIA VERONA
--------------------------------------------------
XXXXXX, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
HOW & CO.
--------------------------------------------------
By: /s/ K. Xxxxxx X'Xxxxxxx
-----------------------------------------------
Name: K. Xxxxxx X'Xxxxxxx
---------------------------------------------
Title: Managing Director,
--------------------------------------------
Froley, Revy Investment Co., Inc.
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
NAME OF HOLDER:
EBM Family Trust
--------------------------------------------------
By: /s/ Xxxx Xxxxxx
-----------------------------------------------
Name: XXXX XXXXXX
---------------------------------------------
Title: TRUSTEE
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
EBM Family Trust
0000 Xxxxxx Xxxxx Xxxx
--------------------------------------------------
XXXXXX XXXXX XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
---------------------------------------------
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
9 Xxxxxxxx
--------------------------------------------------
Xxxxxx XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxx Xxxxx, MD
--------------------------------------------------
By: ______________________________________________
Name:_____________________________________________
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Xxxxxx Xxxxx X. Xxxxx
--------------------------------------------------
By: /s/ Xxxxxx Xxxxx
-----------------------------------------------
Name:_____________________________________________
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
30272 LA Fleur
--------------------------------------------------
XXXXXX XXXXXX, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date first above written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief Executive
Officer
NAME OF HOLDER:
Piter Korompis
--------------------------------------------------
By: /s/ Piter Korompis
-----------------------------------------------
Name:_____________________________________________
Title:____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxxx, President
NAME OF HOLDER:
Xxxxx Xxxxxx
--------------------------------------------------
By: LANDAU FAMILY TRUST DATED 11/29/90
-----------------------------------------------
Name: XXXXX XXXXXX
---------------------------------------------
Title: CO - TRUSTEE
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
00000 XX XXX
--------------------------------------------------
XXXXXX XXXXXX, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
Xxxxxxx Xxxxxxxx
--------------------------------------------------
By: /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------------
Name:/s/ Dick & Xxxxxx Xxxxxxxx
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 1085 University
--------------------------------------------------
Xxxx Xxxx XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
Xxxxxx Xxxxxxx
--------------------------------------------------
By: /s/ Xxxxx Lenoino
-----------------------------------------------
Name: Trustee of the Xxxxxxx X. Xxxxxxx Revocable
trust
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: __________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx
-----------------------------------------------
Name:/s/ XXXXXX X XXXXXX XXXXXXXX X. XXXXXX
---------------------------------------------
Title: CO-TRUSTEES
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: __________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
/s/ Xxxxxxxx Partners L.P.
--------------------------------------------------
By: /s/ Xxxxx X Xxxxxxxx
-----------------------------------------------
Name: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Title: General Partner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 000 Xxxx Xxxx, Xxx 0000
--------------------------------------------------
Xxxxx Xxxx, XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
/s/ Xxxxx X. Pebbles Trust 1/3/91
--------------------------------------------------
By: /s/ Xxxxx X. Peebbles
-----------------------------------------------
Name: /s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: Xxxxx X. Xxxxxxx
--------------------------------------------------
15 Havenwood
--------------------------------------------------
Xxxxxx XX 00000
--------------------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
/s/ Xxxxx Xxxxxxx
--------------------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------------
Name: /s/ Xxxxx & Xxxxxxx Xxxxxxx
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 00000 XxxxXxxx Xxxxx
--------------------------------------------------
Xxxxx Xxx XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a california corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
__________________________________________________
By: /s/ X. X. Xxxxxxx
-----------------------------------------------
Name: X. X. Xxxxxxx
---------------------------------------------
Title: Note Holder
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 429 Orange Blossom
--------------------------------------------------
Xxxxxx XX 00000
--------------------------------------------------
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
Xxxxxx & Xxxxx Xxxxxxx Associates LP
--------------------------------------------------
By: /s/ Xxxxxx X. Schloos
-----------------------------------------------
Name: /s/ Xxxxxx X. Schloos
---------------------------------------------
Title: General Partner
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 00 Xxxxxxxxxx Xxxxxx 0xx Xxxxx
--------------------------------------------------
Xxx Xxxx XX 00000-0000
--------------------------------------------------
3803
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxxxxxxx, President
NAME OF HOLDER:
__________________________________________________
By: /s/ Xxxx Xxxxx
-----------------------------------------------
Name:/s/ Xxxx Xxxxx
---------------------------------------------
Title:
____________________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
__________________________________________________
__________________________________________________
__________________________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investor's
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_______________________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
Xxxxx Family Trust
--------------------------------------------------
By: /s/ C X. Xxxxx
-----------------------------------------------
Name:/s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Title: Trustee
--------------------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 18683 Santa Isadora
--------------------------------------------------
Xxxxxxxx Xxxxxx XX 00000
--------------------------------------------------
c/o Xxxx Xxxxx
--------------------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS
a California corporation
By:____________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
XXXXXXXXX XXXXX XXXXXXX & XXXXX
INVESTMENT PARTNERSHIP OF 1982
---------------------------------------
By: /s/ X.X. Xxxxxx
------------------------------------
Name: X.X. XXXXXX
----------------------------------
Title: PARTNER
---------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 000 Xxxxxxx Xxxxxx Xxxxx
---------------------------------------
Suite 1600
---------------------------------------
Xxxxxxx Xxxxx, XX 00000
---------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:___________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
--------------------------------------
By:___________________________________
Name:_________________________________
Title:________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
______________________________________
______________________________________
______________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:_____________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
Xxxxxxx Xxxxxxxx
----------------------------------------
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: W. E. Trommald
-----------------------------------
Title:__________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 0000 Xxxxxx Xx.
----------------------------------------
Xxxx Xxxxx, XX
----------------------------------------
90808
----------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS
a California corporation
By:____________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
/s/ Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
---------------------------------------
By:____________________________________
Name: FEIZAL + XXXXXXX XXXXXXX
----------------------------------
Title: TRUSTEES WAFFARN FAMILY TRUST
---------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: XXXXXX XXXXXXX
---------------------------------------
00000 Xxxxxxxx Xxxxx
---------------------------------------
Xxxxx Xxx, XX. 00000
---------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:____________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
/s/ Xxxxxx Xxxxxxx
---------------------------------------
By:____________________________________
Name: XXXXXX XXXXXXX
----------------------------------
Title:_________________________________
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: 00000 Xxxxxxxx Xxxxx
---------------------------------------
XXXXX XXX, XX 00000
---------------------------------------
_______________________________________
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to Investors'
Rights Agreement to be effective as of the date as of the date first above
written.
INTERPLAY PRODUCTIONS,
a California corporation
By:____________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
WEKS, INC.
---------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: XXXXXX X. XXXXXXXX
----------------------------------
Title: PRESIDENT
---------------------------------
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT: WEKS, INC.
---------------------------------------
000 Xxxxx Xxxxxxx Xxxx
Xxxxx 000
---------------------------------------
Xx. Xxxxx, Xxx Xxxx 00000
---------------------------------------
2
3. Except as otherwise expressly provided herein, all of the terms and
provisions of the Rights Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this parties have executed this Amendement to
Investors' Rights Agreement to be effective as of the date as of the date first
above written.
INTERPLAY PRODUCTIONS
a California corporation
By:____________________________________
Xxxxx Xxxxx, Chairman and Chief
Executive Officer
NAME OF HOLDER:
WEST COAST & CO. OREFUND
---------------------------------------
By: /s/ K. Xxxxxx X'Xxxxxxx
------------------------------------
Name: K. Xxxxxx X'Xxxxxxx
----------------------------------
Title: Managing Director,
---------------------------------
Froley, Revy Investment Co., Inc.
ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS
ARE TO BE SENT:
_______________________________________
_______________________________________
_______________________________________
2
EXHIBIT 1
LIST OF PURCHASERS
ABS Employees' Venture Fund
Limited Partnership (Alex. Xxxxx
Investments, Inc., General Partner)
Xxxxxxx, Xxxxx Xxxx
Xxxxxx 1989 Trust, Xxxxxxxx X. Xxxxxx &
Xxxxxx X. Xxxxxx, Trustees
Xxxxx Trust dated 1/27/93, Xxxxx X. Xxxxx, Trustee
Xxxxx Living Trust dated 2/21/89, Xxxxxxx X. & Xxxxx Xxxxxx Xxxxx, Trustees
Camps, Xxxxxx "Xxxxx" & Xxxxx Xxxxx
CATAMARAN & CO. as nominee for Pension Reserves
Investment Management Board
Delaware Charter Guarantee & Trust Co., Trustee,
for the benefit of Xxxxx Xxxxx, M.D.
Delaware Charter Guarantee & Trust Co., Trustee,
for the benefit of Xxxxxxxx Xxxxxxxxx
Delaware Charter Guarantee & Trust Co., Trustee,
for the benefit of Xxxx Xxxxxxx
Delaware Charter Guarantee & Trust Co., Trustee
Xxxxxxx X. Xxxxxxxx Self-Employed for the benefit of
Xxxxxxx X. Xxxxxxxx Integrated Self-Directed
Retirement Plan dated 1/27/97
Xxxxxxxx, Xxxxx
Diagnostic Imaging Medical Group of Santa Xxxxx Profit Sharing Plan,
for the benefit of Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx X.
Xxxxxxxxxx, Xxxxxxxx X.
Xxxxxxxxxx, R. Xxxxx
Xxxxx, Xxxxx
Xxxx, Xxxx
Xxxx Living Trust dated 3/20/96, Xxxxxx Xxxx, Xx., Trustee
XXXXXXX & CO. as nominee for Convertible
Securities Fund, WAFRA Portfolio
Xxxxx Family Trust, Xxxxx Xxxxx, M.D., Trustee
Hamashige, Shinichi
HOW&CO as nominee for Nalco Chemical
Company Retirement Trust
Xxxxxx, Xxxxxxx X.
Xxxxx X. Xxxxxxx Living Trust dated 1/31/91, Xxxxx X. Xxxxxxx, Trustee
Xxxxxxxxxx, Xxxxxxxxxxx & Xxxxx
Xxxxx, Xxxxxx X., M.D.
Xxxxx Revocable Trust dated 2/7/91, Xxxxxx X. & Xxxxxx X. Xxxxx, Trustees
Korompis, Xxxxx
Xxxxx, Xxxxxxx X.
Xxxxxx Family Trust dated 11/29/90, Xxxxx & Xxxxxxxx Xxxxxx, Trustees
Xxxxxxxx, Xxxxxxx & Xxxxxxxxx
Xxxxxx Living Trust dated 10/26/94, Xxxxxx X. & Xxxxxxxx X. Xxxxxx, Co-Trustees
Xxxxx, Xxxx X.
Xxxxxxxx Partners, L.P.
OCICS Profit Sharing Plan, Dr. M. Xxxxx Xxxxx &
Dr. M. Xxxxxxx Xxxxxxxxxx, Co-Trustees for the
benefit of Xxxx Xxxxx, M.D.
OCICS Profit Sharing Plan, Dr. M. Xxxxx Xxxxx &
Dr. M. Xxxxxxx Xxxxxxxxxx, Co-Trustees for the
benefit of Xxxxxx Xxxxxxx, M.D.
Xxxxxxx X. Xxxxxxxxxx Revocable Trust dated 1/18/90,
Xxxxxxx X. Xxxxxxxxxx, Trustee
Xxxxxxx, Xxxxx & Xxxxxxx
Xxxxxxx, X.X.
Xxxxx, Xx. Xxxx and Xxxx X.
Xxxxxxx, Xxxxx X. & Xxxxx X.
Xxxxx Family Trust dated 10/2/92, Xxxxxxx X. Xxxxx & Xxxxx Xxxxx, Trustees
Xxxxxxx X. Xxxxxxx Revocable Trust dated 3/30/93, Xxxxxxx X. Xxxxxxx, Trustee
Stradling, Yocca, Xxxxxxx & Xxxxx Investment Partnership of 1982
2
Tanaka, Xxxxxxx X. & Xxxxx X.
Tek, Budiardjo
Xxxxxxxx, Xxxx
Waffarn Family Trust dated 3/12/90, Feizal & Xxxxxxx Xxxxxxx, Trustees
Xxxxxx & Xxxxx Xxxxxxx Associates, X.X.
Xxxxxxxx & Co., Inc.
WESTCOAST & CO. as nominee for Oregon Equity Fund
Xxxxxxx X. Xxxxxxx Pension Plan Trust dated 12/28/87, Xxxxxxx X. Xxxxxxx,
Trustee
3
