Form Of Registration Rights Agreement

Exhibit 10.15


THE 3DO COMPANY


FORM OF


REGISTRATION RIGHTS AGREEMENT


TABLE OF CONTENTS


Page SECTION 1 REGISTRATION RIGHTS; RESTRICTIONS ON TRANSFERABILITY ......................... 1


1.1 Certain Definitions ....................................................... 1
1.2 Restrictions .............................................................. 2
1.3 Restrictive Legend ........................................................ 2
1.4 Notice of Proposed Transfers .............................................. 3
1.5 Company Registration ...................................................... 3
1.6 Expenses of Registration .................................................. 4
1.7 Nasdaq National Market Listing ............................................ 5
1.8 Indemnification ........................................................... 5
1.9 Information by Holder ..................................................... 7
1.10 Rule 144 Reporting ........................................................ 7
1.11 Transfer of Registration Rights ........................................... 7
1.12 Termination of Rights ..................................................... 7
1.13 Market Stand-off Agreement ................................................ 7


SECTION 2 MISCELLANEOUS ................................................................ 8


2.1 Successors and Assigns .................................................... 8
2.2 Third Parties ............................................................. 8
2.3 Governing Law ............................................................. 8
2.4 Counterparts .............................................................. 8
2.5 Notices ................................................................... 8
2.6 Severability .............................................................. 8
2.7 Amendment and Waiver ...................................................... 9
2.8 Delays or Omissions ....................................................... 9
2.9 Attorneys' Fees ........................................................... 9
2.10 Headings .................................................................. 9
2.11 Entire Agreement .......................................................... 9
2.12 Further Assurances ........................................................ 9


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REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the 9th day of October, 2001 by The 3DO Company, a Delaware corporation (the "Company"), and _____________ (the "Investor").


RECITALS


WHEREAS, the Company desires the Investor to purchase shares of the Company's Common Stock pursuant to that certain Stock Purchase Agreement of even date herewith;


NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:


SECTION 1


REGISTRATION RIGHTS;
RESTRICTIONS ON TRANSFERABILITY


1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


"Holder" shall mean any person entering into this Agreement with the Company or holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.11 hereof.


The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.


"Registrable Securities" means the Shares; provided, however, that the Shares shall only be treated as Registrable Securities if and so long as they have not been (x) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (y) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.


"Registration Expenses" shall mean all reasonable expenses incurred by the Company in complying with Sections 1.5 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) and all reasonable fees and disbursements of one special counsel for all of the Holders who elect to include their Registrable Securities in any such registration up to a maximum of $10,000.


"Restricted Securities" shall mean the Shares required to bear the legend set forth in Section 1.3 hereof.


"Securities Act" shall mean the Securities Act of 1933, as amended, or any similar or successor federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


"Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and all fees and disbursements of special counsel for the Holders (as limited by Section 1.6).


"Shares" shall mean the shares of Common Stock of the Company (x) purchased by the Investor pursuant to the Stock Purchase Agreement of even date herewith and (y) issued or issuable upon exercise of the Warrant.


"Warrant" shall mean the warrant issued pursuant to the Stock Purchase Agreement of even date herewith to purchase up to _________ shares of the Common Stock of the Company.


1.2 Restrictions. The Shares shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. The Investor will cause any proposed purchaser, assignee, transferee or pledgee of the Shares to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.


1.3 Restrictive Legend. Each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):


"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH


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SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT."


"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AGREEMENTS BETWEEN THE COMPANY AND
THE ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE
SECRETARY OF THE COMPANY."


Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.


1.4 Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 1. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder's expense by either (a) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (b) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (c) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. The Company will not require such a legal opinion or "no action" letter (x) in any transaction in compliance with Rule 144, (y) in any transaction in which a Holder which is a corporation distributes Restricted Securities solely to its majority owned subsidiaries or affiliates for no consideration, or (z) in any transaction in which a Holder which is a partnership distributes Restricted Securities solely to partners thereof for no consideration; provided that each transfere ...