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EXHIBIT 10.1.12
AGREEMENT TO EXCHANGE OPTIONS
AND WAIVE CHANGE IN CONTROL RIGHTS
The undersigned presently holds an option to purchase up to ______
shares of Newriders, Inc. Common Stock (the "Newriders Option") which was
granted to the undersigned pursuant to the Newriders, Inc. 1997 Executive
Incentive Compensation Plan (the "Newriders Plan").
The undersigned is aware that there is presently proposed a
reorganization transaction (the "Reorganization") which, if consummated, will
result in Newriders, Inc., Paisano Publications, Inc., certain corporations
affiliated with Paisano Publications, Inc., and M&B Restaurants, L.C. becoming
wholly owned subsidiaries of Easyriders, Inc. Under the Reorganization, as
presently proposed, stockholders of Newriders, Inc. Common Stock will receive
one share of Easyriders, Inc. Common Stock for each two shares of Newriders,
Inc. Common Stock held by them (the "Exchange Ratio") upon consummation of the
Reorganization.
Conditional upon consummation of the Reorganization, the undersigned
hereby agrees to exchange the Newriders Option for an option to acquire shares
of Easyriders, Inc. Common Stock (the "Easyriders Option") to be granted to the
undersigned pursuant to the Easyriders, Inc. 1998 Executive Incentive
Compensation Plan. The Easyriders Option to be granted to the undersigned in
exchange for the Newriders Option shall be subject to the same general terms and
conditions of the Newriders Option, with the exception that a change shall be
made in the number of shares of Easyriders Common Stock covered by the
Easyriders Option and the exercise price per share of the Easyriders Option in
order to reflect the Exchange Ratio used in the Reorganization. On the basis of
the presently proposed Exchange Ratio described above, the Easyriders Option
shall cover only one-half of the number of shares of common stock presently
subject to the Newriders Option, and the exercise price per share shall be equal
to two times the exercise price per share of common stock of the Newriders
Option.
In the event that the Exchange Ratio to be used in the Reorganization
hereafter changes for any reason, the undersigned hereby agrees that an
appropriate adjustment shall be made in the number of shares covered by, and the
exercise price per share, of the Easyriders Option to reflect any change
hereafter made in the Exchange Ratio.
The undersigned is aware that pursuant to Section 9 of the Newriders
Plan, the undersigned has certain rights which are triggered by a change in
control of Newriders, Inc., as defined in Section 9(b) of the Newriders Plan.
The Reorganization, if consummated, will result in a change of control of
Newriders, Inc. The undersigned hereby waives the change in control rights and
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benefits to which the undersigned would otherwise become entitled upon the
consummation of the Reorganization.
DATED _____________, 1998.
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Undersigned (Option Holder)
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