EXHIBIT 10.3
RSP-______
INTERPLAY PRODUCTIONS
RESTRICTED STOCK PURCHASE AGREEMENT
-----------------------------------
UNDER 1997 STOCK INCENTIVE PLAN
-------------------------------
This Restricted Stock Purchase Agreement is entered into as of
_______________, 19___, by and between INTERPLAY PRODUCTIONS, a California
corporation (the "Company"), and _______________________________________________
(the "Purchaser") pursuant to the Company's 1997 Stock Incentive Plan (the
"Plan").
R E C I T A L S:
A. Purchaser is employed by or is a member of the Board of Directors of
the Company or became a service provider to the Company ("employment status"),
and in such capacity is key to the future success of the Company.
B. The Company desires to issue and the Purchaser desires to purchase
Common Stock of the Company on the terms and conditions hereinafter set forth.
AGREEMENT
1. PURCHASE AND SALE OF SHARES. The Purchaser hereby agrees to purchase
---------------------------
from the Company, and the Company hereby agrees to sell to the Purchaser,
_________ shares of its Common Stock (the "Shares") for a purchase price of
$_________ per share or $___________ in the aggregate. The Purchaser's rights to
acquire the Shares hereunder are nontransferable other than by will or the laws
of descent and distribution. The Shares shall be duly issued and a certificate
or certificates for the Shares are concurrently herewith being issued in the
name of Purchaser. Purchaser shall thereupon be a shareholder with respect to
all of the Shares represented by such certificate(s) and shall have all of the
rights of a shareholder with respect to all of the Shares, including the right
to vote the Shares and to receive all dividends and other distributions paid
with respect to the Shares. The purchase price is payable as follows:
(a) By delivery of cash or check; or
(b) By delivery of a promissory note payable to the Company, bearing
interest from the date hereof and substantially in the form attached as Exhibit
A; or
(c) By the surrender of shares of Common Stock owned by the Offeree
that have been held by the Offeree for at least six (6) months, which
surrendered shares shall be valued at Fair Market Value (as defined in Section
2.11 of the Plan) as of the date of such exercise; or
(d) By the cancellation of indebtedness of the Company to the
Offeree; or
(e) By the waiver of compensation due or accrued to the Offeree for
services rendered; or
1
(f) By any combination of the foregoing methods of payment or any
other consideration or method of payment as shall be permitted by applicable
corporate law.
In the event payment of any portion or all of the purchase price is to be made
by delivery of a promissory note, Purchaser shall deliver to the Company a
pledge of the Shares or other securities or assets which may be listed in the
Pledge Agreement dated the date hereof and substantially in the form attached as
Exhibit B. If the note is to be unsecured by the Shares or other collateral, the
Pledge Agreement shall so indicate.
2. STOCK RIGHTS AND BUY-BACK. The Shares acquired by the Purchaser
-------------------------
pursuant to this Agreement shall be subject to the following restrictions and
repurchase rights.
(a) The Shares acquired hereunder shall vest and become "Vested
Shares" in accordance with the following vesting schedule:
(i) Except as may otherwise be provided in this Agreement, prior
to the first anniversary of ________________, 19___ (the "Vesting Start
Date"), none of the Shares shall be vested; and
(ii) Following the expiration of such one-year period, the Shares
shall vest on a cumulative basis at the rate of Twenty Percent (20%) of the
aggregate number of Shares covered hereby per year on each successive
anniversary of the Vesting Start Date until the number of Shares acquired
hereunder shall thereby have become Vested Shares.
Shares which have not yet become vested are herein called "Unvested Shares." In
the event Purchaser's Continuous Service terminates for any reason whatsoever,
including without limitation, Purchaser's death, disability, voluntary
resignation or termination by the Company with or without cause (the
"Termination Date"), all vesting shall cease unless otherwise determined by the
Board of Directors. Continuous Service shall be defined as (i) employment by
either the Company or any parent or subsidiary corporation of the Company which
is uninterrupted except for vacations, illness (except for permanent disability,
as defined in Section 22(e)(3) of the Code), or leaves of absence which are
approved in writing by the Company or any of such other employer corporations,
if applicable, (ii) service as a member of the Board of Directors of the Company
until Purchaser resigns, is removed from office, or Purchaser's term of office
expires and he or she is not reelected, or (iii) so long as Purchaser is engaged
as a consultant or service provider to the Company or other corporation referred
to in clause (i) above.
(b) The Company shall have the right (but not the obligation) to
repurchase (the "Repurchase Right") any or all of the Shares acquired pursuant
to this Agreement in the event that the Purchaser's Continuous Service (as
defined in Section 2(a) above) terminates. Upon exercise of the Repurchase
Right, the Purchaser shall be obligated to sell his or her Shares to the
Company, as provided in this Section 2. In the event the Company does not fully
exercise its repurchase rights hereunder, following any Termination Date, the
Company shall nevertheless continue to have a Right of First Refusal to
repurchase any Shares, during the period and as set forth in Section 3 below.
(c) For ninety (90) days after the Termination Date or other event
described in this Section 2, the Company may exercise its repurchase rights
hereunder by giving Purchaser and/or any other person obligated to sell written
notice of the number of Shares which the
2
Company desires to purchase. The repurchase price, determined pursuant to
Section 2(e) below, shall be payable, at the option of the Company, by check or
by cancellation of all or a portion of any outstanding indebtedness of Purchaser
to the Company, or by any combination thereof.
(d) In aid of the repurchase provisions set forth herein, Purchaser
shall, immediately upon receipt of the certificate or certificates representing
the Shares, deposit the certificate or certificates, together with a stock power
or other instrument of transfer appropriately endorsed in blank, with the
Company as escrow holder of the certificate(s). In the event that the repurchase
rights are not exercised by the Company following any Termination Date, the
Company shall cause the certificate or certificates to be delivered into the
possession of Purchaser.
(e) Upon termination of Purchaser's Continuous Service, the Company
may repurchase any Vested or Unvested Shares at the price that is the greater of
the Fair Market Value per Share (determined in accordance with Section 2.11 of
the Plan) as of the date of termination of Purchaser's Continuous Service or the
original Purchase Price.
(f) The rights provided the Company under this Section 2 shall
terminate upon the closing of the initial public offering of shares of the
Company's Common Stock pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act.
(g) If the Purchaser: (i) files a voluntary petition under any
bankruptcy or insolvency law or a petition for the appointment of a receiver or
makes an assignment for the benefit of creditors; (ii) is subjected
involuntarily to such a petition or assignment or to an attachment or other
legal or equitable interest with respect to the Shares and such involuntary
petition or assignment or attachment is not discharged within sixty (60) days
after its date; or (iii) is required to transfer the Shares by operation of law
or by order or decree of any court, then the Company shall have the option to
exercise the Repurchase Right, exercisable at any time during the period of 60
days after receiving notice thereof, to purchase all of the Vested and Unvested
Shares owned by the Purchaser upon the terms set forth in this Section 2,
whether or not the employment status of the Purchaser has terminated.
(h) The Company may assign its rights to repurchase and its rights of
first refusal under this Section 2 and Section 3 below.
3. RIGHT OF FIRST REFUSAL. The Shares acquired pursuant to this Agreement
----------------------
may be sold by the Purchaser only in compliance with the provisions of this
Section 3, and subject in all cases to compliance with the provisions of Section
7 hereof.
(a) Prior to any intended sale, Purchaser shall first give written
notice (the "Offer Notice") to the Company specifying (i) his or her bona fide
intention to sell or otherwise transfer such Shares, (ii) the name and address
of the proposed purchaser(s), (iii) the number of Shares the Purchaser proposes
to sell (the "Offered Shares"), (iv) the price for which he or she proposes to
sell the Offered Shares, and (v) all other material terms and conditions of the
proposed sale.
(b) Within 30 days after receipt of the Offer Notice, the Company or
its nominee(s) may elect to purchase all or any portion of the Offered Shares at
the price and on the terms and conditions set forth in the Offer Notice by
delivery of written notice (the "Acceptance
3
Notice") to the Purchaser specifying the number of Offered Shares that the
Company or its nominees elect to purchase. Within 15 days after delivery of the
Acceptance Notice to the Purchaser, the Company and/or its nominee(s) shall
deliver to the Purchaser by check or wire transfer the amount of the purchase
price of the Offered Shares to be purchased pursuant to this Section 3, against
delivery by the Purchaser of a certificate or certificates representing the
Offered Shares to be purchased, duly endorsed for transfer to the Company or
such nominee(s), as the case may be. If the Company and/or its nominee(s) do not
elect to purchase all of the Offered Shares, the Purchaser shall be entitled to
sell the balance of the Offered Shares to the purchaser(s) named in the Offer
Notice at the price specified in the Offer Notice or at a higher price and on
the terms and conditions set forth in the Offer Notice, provided, however, that
such sale or other transfer must be consummated within 60 days from the date of
the Offer Notice and any proposed sale after such 60-day period may be made only
by again complying with the procedures set forth in this Section 3.
(c) The Purchaser may transfer all or any portion of the Shares to a
trust established for the sole benefit of the Purchaser and/or his or her spouse
or children without such transfer being subject to the right of first refusal
set forth in this Section 3, provided that the Shares so transferred shall
remain subject to the terms and conditions of this Agreement and no further
transfer of such Shares may be made without complying with the provisions of
this Section 3.
(d) Any successor of Purchaser and any transferee of the Shares
pursuant to this Section 3, shall hold the Shares subject to the terms and
conditions of this Agreement and no further transfer of the Shares may be made
without complying with the provisions of this Section 3.
(e) The rights provided the Company and its nominee(s) under this
Section 3 shall terminate upon the consummation of a Public Offering as defined
in Section 2(f) above. All Shares of the Purchaser acquired under this
Agreement shall continue to be subject to all of the applicable restrictions
under Section 2 above prior to or following any Public Offering.
4. CHANGE IN CONTROL. In the event of a Change in Control of the Company
-----------------
(as defined in Section 2.4 of the Plan), the Plan and Right to Purchase (as
defined in Section 2.24 of the Plan) shall terminate, unless provision is made
in writing in connection with such transaction for the continuance of the Plan
and for the assumption of the Right to Purchase theretofore granted, or the
substitution for such Right to Purchase of a new right to purchase of comparable
value covering shares of a successor corporation, with appropriate adjustments
as to the number and kind of shares and Exercise Price, in which event the Plan
and such Right to Purchase, or the new right to purchase substituted therefor,
shall continue in the manner and under the terms so provided. If such provision
is not made in such transaction for the continuance of the Plan and the
assumption of such Right to Purchase or the substitution for such Right to
Purchase of a new right to purchase covering shares of the successor
corporation, then the Administrator shall cause written notice of the proposed
transaction to be given to the Purchaser not less than fifteen (15) days prior
to the anticipated effective date of the proposed transaction and on or before
the effective date of the proposed transaction, such person shall have the right
to accept the Right to Purchase.
5. RECAPITALIZATION. In the event that, as the result of a stock split or
----------------
stock dividend or combination of shares or any other change, or exchange for
other securities, by reclassification, or recapitalization of the Shares,
Purchaser shall be entitled to new or additional or different shares of stock or
securities, the certificate or certificates for, or other evidences of, such new
or additional or different shares or securities shall be imprinted with the
legend provided in Section 6, and shall be deposited with the Company as escrow
holder under the terms and conditions provided
4
in Section 2(d) herein, together with a stock power or other instrument or
transfer appropriately endorsed. In such event, any and all new, substituted or
additional securities or other property (other than cash) to which the Purchaser
is entitled by reason of his ownership of the Shares shall be immediately
subject to the Repurchase Right and Right of First Refusal and be included in
the word "Shares" for all purposes of the Repurchase Right and Right of First
Refusal with the same force and effect as the Shares subject to the Repurchase
Right and the Right of First Refusal under the terms of Sections 2 and 3. While
the total Vested and Unvested Share repurchase price shall remain the same after
each such event, the per share price shall be appropriately adjusted. Shares
acquired as provided in this Section 5 shall be deemed to have been acquired at
the time of acquisition of the Shares on which such Shares were distributed.
6. RESTRICTIVE LEGENDS. All certificates representing the Shares subject
-------------------
to the provisions of this Agreement shall, in addition to any legend required to
be placed thereon by federal or state securities laws, have endorsed thereon the
following legend:
"ANY DISPOSITION OF ANY INTEREST IN THE SECURITIES REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT
AND A RIGHT OF FIRST REFUSAL CONTAINED IN A CERTAIN AGREEMENT
BETWEEN THE RECORD HOLDER AND THE CORPORATION, A COPY OF WHICH
WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE
WITHIN 5 DAYS OF RECEIPT BY THE CORPORATION OF A WRITTEN REQUEST
THEREFOR."
7. INVESTMENT REPRESENTATIONS. The Purchaser acknowledges that he is
--------------------------
aware that the Shares to be issued to him by the Company pursuant to this
Agreement have not been registered under the Securities Act of 1933, as amended.
In this connection, the Purchaser warrants and represents to the Company as
follows:
(a) The Purchaser is purchasing the Shares solely for the Purchaser's
own account for investment and not with a view to or for sale or distribution of
the Shares or any portion thereof and not with any present intention of selling,
offering to sell or otherwise disposing of or distributing the Shares or any
portion thereof. The Purchaser also represents that the entire legal and
beneficial interest of the Shares the Purchaser is purchasing is being purchased
for, and will be held for the account of, the Purchaser only and neither in
whole nor in part for any other person.
(b) The Purchaser has heretofore discussed the Company and its plans,
operations and financial condition with its officers and that the Purchaser has
heretofore received all such information as the Purchaser deems necessary and
appropriate to enable the Purchaser to evaluate the financial risk inherent in
making an investment in the Shares of the Company and the Purchaser further
represents and warrants that the Purchaser has received satisfactory and
complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.
(c) The Purchaser realizes that the purchase of the Shares will be a
highly speculative investment and that the Purchaser is able, without impairing
the Purchaser's financial
5
condition, to hold the Shares for an indefinite period of time and to suffer a
complete loss on the investment.
(d) The Company hereby discloses to the Purchaser and the Purchaser
hereby acknowledges that:
(i) the sale of Shares which he is purchasing has not been
registered under the Securities Act of 1933, as amended (the "Act"), and such
shares must be held indefinitely unless a transfer of them is subsequently
registered under the Act or an exemption from such registration is available;
(ii) the share certificate representing the Shares will be
stamped with the legends restricting transfer specified in this Agreement
between the Company and the Purchaser; and
(iii) the Company will make a notation in its records of the
aforementioned restrictions on transfer and legends.
(e) The Purchaser understands that the Shares are restricted
securities within the meaning of Rule 144 promulgated under the Act; that the
exemption from registration under Rule 144 will not be available in any event
for at least two years from the date of sale of the Shares to the Purchaser, and
even then will not be available unless (i) a public trading market then exists
for the Shares of the Company, (ii) adequate current public information
concerning the Company is then available to the public, (iii) the Purchaser has
been the beneficial owner and the Purchaser has paid the full purchase price for
the Shares at least two years prior to the sale, and (iv) other terms and
conditions of Rule 144 are complied with; and that any sale of the Shares may be
made by it only in limited amounts in accordance with such terms and conditions,
as amended from time to time.
(f) Without in any way limiting any of the other provisions of this
Agreement or its representations set forth above, the Purchaser further agrees
that the Purchaser shall in no event make any disposition of all or any portion
of the Shares which the Purchaser is purchasing unless and until;
(i) there is then in effect a Registration Statement under the
Act covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; or
(ii) (A) the Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, (B) the
Purchaser shall have furnished the Company with an opinion of counsel to the
effect that such disposition will not require registration of such shares under
the Act, and (C) such opinion of counsel shall have been concurred in by counsel
for the Company and the Company shall have advised the Purchaser of such
concurrence.
8. UNPERMITTED TRANSFERS. The Company shall not be required (a) to
---------------------
transfer on its books any Shares of the Company which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement or
(b) to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares shall have
6
been so transferred. In the event of a sale of Shares by the Purchaser pursuant
to Section 3, the Purchaser shall furnish to the Company proof that such sale
was made in compliance with the provisions of Section 3 as to price and general
terms of such sale.
9. "MARKET STAND-OFF" AGREEMENT. Purchaser agrees that, if requested by
----------------------------
the Company or the managing underwriter of any proposed Public Offering of the
Company's securities, Purchaser will not sell or otherwise transfer or dispose
of any Shares held by Purchaser without the prior written consent of the Company
or such underwriter, as the case may be, during such period of time, not to
exceed 180 days following the effective date of the registration statement filed
by the Company with respect to such Public Offering, as the Company or the
underwriter may specify.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
----------------
between the parties pertaining to its subject matter and supersedes all
contemporaneous written or oral agreements and understandings of the parties,
either express or implied. The parties agree to execute such further instruments
and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.
11. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall
------------------------------
affect in any manner whatsoever the right or power of the Company, or a parent
or subsidiary of the Company, to terminate the Purchaser's employment, for any
reason, with or without cause.
12. NOTICES. Any notice required or permitted hereunder shall be given in
-------
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by certified mail with postage and
fees prepaid, addressed to the other party at the address hereinafter shown
below his or its signature or at such other address as such party may designate
by ten days' advance written notice to the other party.
13. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
----------------------
the successors and assigns of the Company and be binding upon the Purchaser and
his heirs, executors, administrators, successors and assigns.
14. GOVERNING LAW. This Agreement shall be governed by and interpreted
-------------
under the laws of the State of California.
15. COUNTERPARTS. This Agreement may be executed simultaneously in any
------------
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
16. FINANCIAL INFORMATION. The Company will furnish to the Purchaser
---------------------
copies of all annual and other periodic financial and informational reports that
the Company distributes generally to its shareholders for so long as the
Purchaser holds securities acquired pursuant to this Agreement.
17. RECEIPT OF PLAN. The Purchaser acknowledges that the Purchaser has
---------------
been furnished with a copy of the Interplay Productions 1997 Stock Incentive
Plan.
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
INTERPLAY PRODUCTIONS PURCHASER
By: ____________________________ _____________________________________
Its: ___________________________ Address: ____________________________
____________________________
____________________________
8
CONSENT OF SPOUSE
-----------------
I acknowledge that I have read the foregoing Agreement and that I know its
contents. I am aware that by its provisions, my spouse agrees, among other
things, to a right of first refusal, to the granting of rights to purchase and
to the imposition of certain restrictions on the transfer of the shares of
INTERPLAY PRODUCTIONS, a California corporation (the "Company"), including my
community interest therein (if any), which rights and restrictions may survive
my spouse's death. I hereby consent to such rights and restrictions and approve
of the provisions of the Agreement.
I further agree that in the event of a dissolution of the marriage between
myself and my spouse, in connection with which I secure or am awarded shares of
the common stock of the Company, or any interest therein through property
settlement agreement or otherwise, I shall receive and hold said shares subject
to all the provisions and restrictions contained in the foregoing Agreement,
including any option of a shareholder or the Company to purchase such shares or
interest from me.
I also acknowledge that I have been advised to obtain independent counsel
to represent my interests with respect to this Agreement but that I have
declined to do so and I hereby expressly waive my right to such independent
counsel.
Date: ______________, 19___ ______________________________
Spouse of ____________________
9
EXHIBIT A
---------
TO RESTRICTED STOCK PURCHASE AGREEMENT
--------------------------------------
RSP- ____
PROMISSORY NOTE
(_____ YEAR, _____%* Interest)
_________________, 00__
Xxxxxx, Xxxxxxxxxx
For value received, the undersigned promises to pay to INTERPLAY
PRODUCTIONS (the "Company"), the sum of ____________________________________
Dollars ($_____) in full by or before the ________ anniversary date of the date
hereof, together with interest thereon as hereinafter provided.
The undersigned shall have the right to prepay said principal amount at any
time in whole or in part without penalty. Simple annual interest at the rate of
____________ percent (_____%) per annum on unpaid principal shall be paid
annually on each anniversary of the date hereof and upon each prepayment of
principal, if any.
The entire outstanding principal and interest shall be due and payable if
any one or more of the following events shall have occurred:
(a) The making by the undersigned of any assignment for the benefit
of creditors or the filing by or against the undersigned of any petition in
bankruptcy if such proceeding not be discharged within ninety (90) days of
any such making or filing.
(b) The occurrence of any termination of employment status as set
forth in the Restricted Stock Purchase Agreement of even date herewith
between the undersigned and the Company.
If any installment of principal and/or interest is not paid when due, the
holder hereof may, at its option, declare the entire amount of this note
immediately due and payable.
All payments hereon shall be credited first to accrued but unpaid interest,
and the balance, if any, shall be credited to principal.
If legal action is instituted for the collection of this note, the
undersigned promises to pay such sum as the Court may adjudge reasonable as
attorneys' fees.
This note is given pursuant to that certain Restricted Stock Purchase
Agreement of even date herewith, between the Company and the undersigned and is
subject to all of the terms, rights and remedies set forth therein.
A-1
This note is secured by a Pledge Agreement of even date herewith between
the Company and the undersigned.
_______________________________________
_____________________________
* A fixed rate of interest is to be determined from time to time by action of
the Board of Directors in accordance with prevailing rates and the Internal
Revenue Service prescribed interest rules.
A-2
EXHIBIT B
---------
TO RESTRICTED COMMON STOCK PURCHASE AGREEMENT
---------------------------------------------
RSP-_____
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Agreement') is executed as of this _____ day of
____________, 19__, between INTERPLAY PRODUCTIONS, a California corporation (the
"Company"), and __________________________________________ ("Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
For the considerations and undertakings set forth herein, the parties do
hereby agree as follows:
1. To secure payment to the Company of a promissory note ("Note") in the
face amount of _______________________ Dollars ($__________), and extensions or
renewals thereof, which was executed concurrently with the execution of this
Pledge Agreement pursuant to a Restricted Stock Purchase Agreement of even date
herewith between the Company and Purchaser, Purchaser hereby assigns and grants
to the Company a security interest in ___________________ (______) shares
("Shares") of the Common Stock of the Company acquired under the Restricted
Stock Purchase Agreement, together with securities or other collateral (if any)
other than such Shares, all described as follows:
Issuer Certificate No. of Shares Registered Owner
------ ----------- ------------- ----------------
Purchaser does hereby deposit with the Company, as pledge holder, such
certificates, together with duly executed stock transfer powers.
2. Subject to any obligations of Purchaser under the Restricted Stock
Purchase Agreement, the Company agrees that within a reasonable time after all
or any portion of the Note is paid by Purchaser, the Company shall release and
deliver to Purchaser the number of Shares held hereunder for which such payment
was received. The Company, in its discretion, may release portions of the Shares
upon periodic principal payments or deposit of other or additional security
under the Note. All Shares released and delivered to Purchaser shall be free and
clear of the restrictions of this Pledge Agreement.
3. Unless and until Purchaser defaults in his performance under the terms
of the Note, the terms of this Pledge Agreement and/or the terms of the
Restricted Stock Purchase Agreement, the Shares held by the Company at any time
under this Pledge Agreement shall remain registered in the name of Purchaser on
the records of the Company, and Purchaser may vote the Shares on all
B-1
corporate questions (if the same shall be entitled to voting rights) and shall
be entitled to receive all dividends and other amounts accruing as a result of
his ownership of the Shares.
4. In the event the Purchaser defaults in the performance of any of the
terms of the Note, this Pledge Agreement or the Restricted Stock Purchase
Agreement, the Company may exercise any and all rights which it may have under
the California Uniform Commercial Code or any other applicable statute, case,
ruling regulation or law; subject, however, to all permits, orders, consents,
rules and regulations of the California Commissioner of Corporations and the
Securities and Exchange Commission and the Federal Reserve Board relating
hereto, to which Purchaser agrees to be bound.
5. If during the term of this Pledge Agreement the Company should become
a party to any merger, consolidation or other reorganization, this Pledge
Agreement shall be adjusted so as to apply to the securities to which a holder
of the Shares subject to this Pledge Agreement would have been entitled upon
such merger, consolidation or reorganization; and, if during the term of this
Pledge Agreement the Company shall be dissolved or its existence otherwise
terminated, then that portion of the assets and consideration to which a holder
of the Shares subject to this Pledge Agreement would have been entitled in such
transaction shall be the subject matter of this Pledge Agreement for the
remainder of its term. This Section 5 shall in no way limit the right of the
Company to repurchase shares under the Restricted Stock Purchase Agreement.
6. This Pledge Agreement shall inure to the benefit of and be binding
upon the heirs, executors and administrators of the parties hereto.
7. The rights, powers and remedies given to the Company by this Agreement
shall be in addition to all rights, powers and remedies given to the Company
under the Restricted Stock Purchase Agreement or any statute or rule of law. Any
forbearance or failure or delay by the Company in exercising any right, power or
remedy hereunder shall not be deemed to be a waiver of such right, power or
remedy, nor shall any single or partial exercise of any right, power or remedy
preclude the further exercise thereof.
8. The Board of Directors may demand and receive payment or additional
security if for any reason the collateral hereunder is insufficient to meet
minimum requirements established under federal or state securities or banking
regulations or as may be necessary to bring the Note and the security into
compliance with any such law or regulations. Any failure of Purchaser to meet
any such demand shall be deemed a default under this Pledge Agreement and under
the note secured hereby.
B-2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
PURCHASER
__________________________________
(Signature)
__________________________________
__________________________________
INTERPLAY PRODUCTIONS
By: ______________________________
Its: _____________________________
B-3