EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS PLAN
This First Amendment (this "Amendment") to the Rights Plan, dated as of
June 1, 1999 (the "Rights Plan"), between eGames Inc., a Pennsylvania
corporation (the "Company") and StockTrans, Inc., as Rights Agent (the "Rights
Agent"), is dated as of March 4, 2005. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Rights Plan.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Plan; and
WHEREAS, pursuant to Section 27 of the Rights Plan, the Company may
from time to time supplement or amend the Rights Plan in accordance with the
terms of such Section 27.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights Plan
as follows:
1. The "Final Expiration Date" as defined in Section 1 of the Rights
Plan (which heretofore was June 1, 2009) is hereby amended to mean March 7,
2005.
2. Exhibit B to the Rights Plan ("Form of Right Certificate") is
hereby amended to replace all references to "June 1, 2009" with "March 7, 2005"
in all places where such references appear.
3. Exhibit C to the Rights Plan ("Summary of Terms") is hereby
amended to replace all references to "June 1, 2009" with "March 7, 2005" in all
places where such references appear.
4. This Amendment shall be effective as of the date hereof and,
except as expressly set forth herein, the Rights Plan shall remain in full force
and effect and be otherwise unaffected hereby.
5. This Amendment may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date set forth above.
EGAMES, INC.
By: ________________________
Xxxxxx X. Xxxxx
President and CEO
STOCKTRANS, INC.
By: ________________________
Xxxx Xxxxxx
Vice President
