EXHIBIT 4.3 SHOWSCAN ENTERTAINMENT INC. CULVER CITY, CALIFORNIA, U.S.A. US$ 7'000'000.-- 8 % Convertible Notes Due September 1, 1999 AGENCY AGREEMENT AUGUST 14, 1995 2 AGENCY AGREEMENT This agreement is entered into effective as of August 14, 1995,...Agency Agreement • September 19th, 1995 • Showscan Entertainment Inc • Photographic equipment & supplies • Ticino
EXHIBIT 4.1 RIGHTS AGREEMENT AMENDMENT RIGHTS AGREEMENT AMENDMENT, dated as of August 4, 1997 (the "Amendment"), to the Rights Agreement, dated as of November 11, 1994 (the "Rights Agreement"), between Showscan Entertainment Inc., a Delaware...Rights Agreement • August 5th, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies • Delaware
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 5th, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies • Delaware
RECITALSCredit Agreement • February 16th, 1999 • Showscan Entertainment Inc • Photographic equipment & supplies • California
2 3 the Board of Directors of the Company shall withdraw or modify in any manner materially adverse to Showscan its approval or recommendation of the Merger Agreement or the Merger.Stockholder Support Agreement • August 5th, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies • Delaware
AMENDMENT TO PLEDGE/SECURITY AGREEMENTSecurity Agreement • September 19th, 1995 • Showscan Entertainment Inc • Photographic equipment & supplies • California
RECITALCredit Agreement • February 17th, 1998 • Showscan Entertainment Inc • Photographic equipment & supplies • California
JOINT FILING STATEMENTJoint Filing Statement • August 14th, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Iwerks Entertainment, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
1 EXHIBIT 10.33 OPERATING AGREEMENTOperating Agreement • January 31st, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies
EXHIBIT 4.4 SHOWSCAN ENTERTAINMENT INC. CULVER CITY, CALIFORNIA, U.S.A. USD 7'000'000.-- 8% CONVERTIBLE NOTES DUE SEPTEMBER 1, 1999 PLEDGE/SECURITY AGREEMENT SEPTEMBER 1, 1995 PLEDGE/SECURITY AGREEMENT on all existing assets of Showscan Entertainment...Pledge/Security Agreement • September 19th, 1995 • Showscan Entertainment Inc • Photographic equipment & supplies • California
STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT dated as of August 4, 1997 (this "Agreement"), by and between the undersigned stockholder (the "Stockholder") of Iwerks Entertainment, Inc., a Delaware corporation (the "Company"), and...Stockholder Support Agreement Stockholder Support Agreement • August 14th, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies • Delaware
AGREEMENT ---------Extension and Security Agreement • February 11th, 2000 • Showscan Entertainment Inc • Photographic equipment & supplies
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 31st, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG IWERKS ENTERTAINMENT, INC. IWK-1 MERGER CORPORATIONAgreement and Plan of Reorganization • August 14th, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies • Delaware
RECITALSTheater Rights Agreement • January 31st, 1997 • Showscan Entertainment Inc • Photographic equipment & supplies • Colorado
NOTE PURCHASE, PAYING AND CONVERSION AGENCY AGREEMENTPaying and Conversion Agency Agreement • September 19th, 1995 • Showscan Entertainment Inc • Photographic equipment & supplies • Ticino
July 27, 1998Showscan Entertainment Inc • August 14th, 1998 • Photographic equipment & supplies
EXHIBIT 10.36 [SHOWSCAN ENTERTAINMENT LETTERHEAD] October 1, 1998 Mr. Dennis Pope 2058 Westridge Road Los Angeles, California 90049 Re: Employment Agreement Dear Dennis: Based on your performance as President and Chief Executive Officer of Showscan,...Showscan Entertainment Inc • November 17th, 1998 • Photographic equipment & supplies
