Form of Registration Rights Agreement between the Company & certain purchasers



 Exhibit 4.3 
  

REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT, dated as of [        , 2003] (this “Agreement”), is
made by ACCLAIM ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and those persons named in Schedule 1 (together, the “Purchasers”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, pursuant to an Investment Agreement, dated as of the date hereof, between the Company and the Purchasers (the “Investment
Agreement”), the Company has agreed to issue and sell to the Purchasers, a total of              shares (the “Shares” or the “Registrable
Securities”) of the Company’s common stock, par value $.02 per share (the “Common Stock”); and Warrants (the “Warrants”) to purchase
                 shares of Common Stock. The Shares of Common Stock underlying the Warrants are also herein, collectively with the Shares, referred to as the
“Registrable Securities”; 
  
 WHEREAS, to
induce the Purchasers to execute and deliver the Investment Agreement, the Company has agreed to provide to the Purchasers and their permitted assigns certain registration rights under the Securities Act of 1933, as amended (the “Securities
Act”), and applicable state securities laws; and 
  
 WHEREAS, in connection with the consummation of the transactions contemplated by the Investment Agreement, the parties hereto are also entering into, of even date herewith, a warrant agreement (the “Warrant
Agreement”). This Agreement, together with the Investment Agreement and the Warrant Agreement are hereinafter collectively referred to as the “Transaction Documents”. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows: 
  
 1. Definitions. 
  
 As used in this Agreement, the following terms shall have the following meanings: 
  
 (a) “Claims” shall have the meaning ascribed to it in Section 6(a). 
  
 (b) “Demand Deferral Notice” shall have the meaning ascribed
to it in Section 2(iv). 
  
 (c) “Effectiveness
Date” means the [        ] day following the Closing Date. 







 (d) “Excess Liability” shall have the meaning ascribed to it in Section 6(d).

  
 (e) “Filing Date” means the
[        ] day following the Closing Date. 
  
 (f) “Holder” or “Holders” mean a holder or holders of Registrable Securities. 
  
 (g) “Indemnified Person” shall have the meaning ascribed to it in Section 6(a). 
  
 (h) “Inspectors” shall have the meaning ascribed to it in
Section 3(k). 
  
 (i) “Records” shall have the
meaning ascribed to it in Section 3(k). 
  
 (j)
“Registration Period” shall have the meaning ascribed to it in Section 2(ii). 
  

	 	(k)	 	“Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering Registrable Securities.


  

	 	(l)	 	“Register,” “Registered” and “Registration” refer to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of
such registration statement by the United States Securities and Exchange Commission (the “Commission”). 

  
 (m) “Rule 144” shall have the meaning ascribed to it in Section 8. 
  
 (n) “Securities Act” shall mean the Securities Act of 1933, as amended. 
  
 (o) “Violations” shall have the meaning ascribed to it in
Section 6(a). 
  
 Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Investment Agreement or elsewhere in the Transaction Documents. 
  
 2. Mandatory Registration. 
  
 (i) The Company shall use its best efforts to prepare and file with the Commission not later than the Filing Date a Registration Statement or Registration
Statements (as necessary) on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable and/or inappropriate for such a registration, the Company shall use such other form as is available and
appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Shares. The Company shall use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as possible 
  

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 after the filing thereof, but in any event prior to the Effectiveness Date; provided that, if the Registration
Statement is not declared effective by the Effectiveness Date, the Company shall pay to each Purchaser an amount equal to one percent (1%) of the purchase price paid for the Shares purchased by such Purchaser. Thereafter, for every 30 days that pass
without the Registration Statement being declared effective after the Effectiveness Date, the Company shall pay to such Purchaser an additional amount equal to one percent (1%) of the purchase price paid for the Shares purchased by such Purchaser.

  
 (ii) The Company shall use its best efforts to keep each
Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of
counsel to the Purchasers and acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the
“Registration Period”). 
  
 (iii) If any offering
pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (which may only be with the consent of the Company), the Purchasers shall have the right to select legal counsel and an investment banker or
bankers and manager or managers to administer to the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. 
  
 (iv) Notwithstanding the foregoing, if the Company shall furnish to the Purchasers a certificate signed by the President or
Chief Executive Officer of the Company (a “Demand Deferral Notice”) stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such
Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, then the Company shall have the right to defer such filing for a period of not more than 30 days after the 60th day after the Closing Date or the date upon which the Company receives notice from the Purchasers of their desire to have the
Registrable Securities registered; provided, however, that the Company may not utilize this right more than once in any 12-month period. 
  
 (v) If the Registrable Securities are registered for sale under the Securities Act, the Purchasers shall cease any
distribution of such shares under the Registration Statement not more than twice in any 12-month period, for up to 30 days each, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public
information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Company’s Board of Directors, would materially interfere with such transaction or negotiations, (y)
such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company’s Board of Directors, would adversely affect or otherwise be detrimental to the Company or (z) the Company proposes to
file a registration statement under the Securities Act for the offering and 
  

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 sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the
Company in writing that in its opinion the continued distribution of the Registrable Securities would adversely affect the success of the offering of the securities proposed to be registered for the account of the Company. The Company shall promptly
notify the Purchasers at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, or (ii) such non-public information has been publicly disclosed or counsel to the Company has determined that such
disclosure is not required due to subsequent events. 
  
 3.
Obligations of the Company. In connection with the registration of the Registrable Securities, the Company shall do each of the following: 
  
 (a) Prepare and file with the Commission the Registration Statements required by Section 2 of this Agreement and such amendments (including post-effective
amendments) and supplements to the Registration Statements and the prospectuses used in connection with the Registration Statements, as may be necessary to keep the Registration current at all times during the Registration Period, and, during the
Registration Period, to comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities until such time as all of such Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth in the Registration Statements; 
  
 (b) If the Registrable Securities are included in a Registration Statement, the Company shall promptly furnish, after such Registration Statement is
prepared, filed with the Commission, publicly disseminated and distributed and received by the Company, to the Purchasers and their legal counsel, a copy of the Registration Statement, each preliminary prospectus, each final prospectus, and all
amendments and supplements thereto and such other documents as the Purchasers may reasonably request in order to facilitate the disposition of their Registrable Securities; 
  
 (c) Use all best efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under
such other securities or blue sky laws, if applicable, of such jurisdictions as the Purchasers may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at
all times during the Registration Period and (iv) take all other actions necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions, except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (c) be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to
general service of process in any such jurisdiction; 
  

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 (d) List such securities on The Nasdaq SmallCap Market and all the other national securities exchanges on
which any securities of the Company are then listed, and file any filings required by The Nasdaq SmallCap Market and/or such other securities exchanges; 
  
 (e) Notify each Purchaser and (if requested by the Purchaser) confirm such advice in writing, (i) when or if the prospectus or any prospectus supplement
or post-effective amendment has been filed with the Commission, and, with respect to the Registration Statement or any post-effective amendment, when the same has been declared effective by the Commission, (ii) of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, and (v) of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; 
  
 (f) If any fact contemplated by clause (v) of paragraph (e), above, shall exist, prepare a supplement or post-effective amendment to the Registration
Statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchaser of the Registrable Securities the prospectus will not contain an untrue
statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; 
  
 (g) If the Company has consented to an underwritten offering and such offering is underwritten, at the request of a Purchaser, to furnish on the date that
Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to any
Purchaser selling Registrable Securities in connection with such underwriting, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement
thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (ii) a letter dated such
date from the Company’s independent public accountants addressed to the underwriters and to such Purchasers, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such
accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the
Securities Act, and such letter shall additionally cover such other 
  

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 financial matters (including information as to the period ending no more than five business days prior to the date of
such letter) with respect to such registration as such underwriters may reasonably request; 
  
 (h) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and to enable such certificates
for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Purchasers may reasonably request, and registered in such names as the Purchasers may request; and, within three business days after a Registration
Statement which includes Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to
the Purchasers) an appropriate instruction and opinion of such counsel, satisfactory to the Company and its legal counsel; 
  
 (i) Enter into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including
provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite
or facilitate the disposition of such Registrable Securities and in connection therewith: 
  
 (i) make such representations and warranties to the Purchasers and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;

  
 (ii) to the extent requested and customary for the relevant
transaction, enter into a securities sales agreement with the Purchasers and such representative of the Purchasers as the Purchasers covered by any Registration Statement shall select relating to the Registration and providing for, among other
things, the appointment of such representative as agent for the selling Purchasers for the purpose of soliciting purchases of Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary
representations, warranties and covenants; and 
  
 (iii) deliver
such customary documents and certificates as may be reasonably requested by the Purchasers whose Registrable Securities are being sold or by the managing underwriters, if any. 
  
 The above shall be done (y) at the effectiveness of such Registration Statement (and each post-effective amendment thereto) in connection
with any registration, and (z) at each closing under any underwriting or similar agreement as and to the extent required thereunder; 
  
 4. Obligations of the Purchasers to Provide Information. In connection with the registration of the Registrable Securities, each Purchaser
shall furnish to the Company such 
  

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 information regarding itself, the Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and each Purchaser shall execute any and all such documents in connection with such registration as the Company and its
legal counsel may reasonably request. At least ten business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Purchasers of the information the Company requires of the Purchasers to be
included in the Registration Statement. Each Purchaser shall give sufficient notice to the Company before selling any Registrable Securities so that the Company may prepare and file any necessary post-effective amendments to the Registration
Statement or such additional filings as shall be necessary or desirable. 
  
 5. Expenses of Registration. All expenses, other than underwriting discounts and commissions and other fees and expenses of investment bankers and other than brokerage commissions, incurred in connection
with registrations, filings or qualifications pursuant to Section 3, but including, without limitation, all registration, listing, and qualification fees, printing and accounting fees, and the fees and disbursements of counsel for the Company, and
the fees of one counsel to the Purchasers with respect to each Registration Statement filed pursuant hereto, shall be borne by the Company provided, that the expenses of such Purchasers’ counsel shall not exceed $15,000. 
  
 6. Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Agreement: 
  
 (a)
The Company will indemnify and hold harmless each Purchaser, each of its officers, directors, partners and shareholders, and each person, if any, who controls each Purchaser within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Person”), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, “Claims”) to which any of them may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in
which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission to state therein any material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state or foreign securities law or any rule or regulation under the Securities Act, the
Exchange Act or any state or foreign securities law (the matters in foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall, subject to the provisions of Section 6(b) below, reimburse each
Purchaser, promptly as such expenses are incurred and are 
  

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 due and payable, for any reasonable legal and other reasonable costs, expenses and disbursements in giving testimony or
furnishing documents in response to a subpoena or otherwise, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which the Purchaser is a party), incurred by it in connection with the investigation or defense of any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not (i) apply to any Claim arising out of or based upon a modification which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any
Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) with respect to any preliminary prospectus, inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the final prospectus, as then amended or supplemented, if such final prospectus was timely made available by the Company pursuant to Section 3(b) hereof; (iii) be available to the extent that such Claim is based upon a
failure of the Purchaser to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(b) hereof; or (iv) apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable Securities by the Purchaser pursuant to Section 9. 
  
 (b) Each Purchaser will indemnify the Company and its officers and directors against any Claims arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of the Purchaser, expressly for use in connection with the preparation of the Registration Statement (including any modifications, amendments or
supplements thereto), subject to such limitations and conditions as are applicable to the Indemnification provided by the Company in this Section 6; provided, however, that in no event shall any indemnity by any Purchaser under this Section 6 exceed
the amount of the net proceeds received by such Purchaser in connection with the offering effected through such Registration Statement. 
  
 (c) Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any governmental action),
such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the
right to participate in, and to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person, provided, however, that an Indemnified 
  

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 Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the Purchasers, and such legal counsel shall be selected by
the Purchasers. The failure to deliver written notice to an indemnifying party within a reasonable time after the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section
6, except to the extent that the indemnifying party is materially prejudiced in its ability to such action. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. 
  
 (c) No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of an unconditional and irrevocable release from all liability in respect of such
claim or litigation. 
  
 (d) Notwithstanding the foregoing, to the
extent that any provisions relating to indemnification or contribution contained in the underwriting agreements entered into among the Company, the underwriters and the Purchasers in connection with the underwritten public offering are in conflict
with the foregoing provisions, the provisions in such underwriting agreements shall be controlling as to the Registrable Securities included in the public offering; provided, however, that if, as a result of this Section 6(d), a
Purchaser, its officers, directors, partners, shareholders or any person controlling the Purchaser is or are held liable with respect to any Claim for which they would be entitled to indemnification hereunder but for this Section 6(d) in an amount
which exceeds the aggregate proceeds received by the Purchaser from the sale of Registrable Securities included in a registration pursuant to such underwriting agreement (the “Excess Liability”), the Company shall reimburse the
Purchasers for such Excess Liability. 
  
 7.
Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited under applicable law, the indemnifying party agrees to contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the Indemnified Person on the other hand in connection with the statements or
omissions which resulted in such Claim, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the Indemnified Person shall be determined by reference to, among other things, whether the untrue
statement of a material fact or the omission to state a material fact on which such Claim is based relates to information supplied by the indemnifying party or by the Indemnified Person, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. Notwithstanding the forgoing, (a) no contribution shall be made under 
  

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 circumstances where the payor would not have been liable for indemnification under the fault standards set forth in
Section 6, (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation and (c) contribution by any seller of Registrable Securities shall be limited in amount to the net proceeds received by such seller from the sale of such Registrable Securities. The Company and the Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Purchasers and any other party were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations referred to in this Section. 
  
 8. Reports Under Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the Commission that may at any time permit the Purchasers to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to: 
  
 (i) make and keep public information available, as those terms are understood
and defined in Rule 144; 
  
 (ii) file with the Commission in a
timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and 
  
 (iii) furnish to each Purchaser so long as such Purchaser owns Shares promptly upon request, (i) a written statement by the Company that it has complied
with the reporting requirements of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or periodic report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may
be reasonably requested to permit the Purchaser to sell such securities pursuant to Rule 144 without registration. 
  
 9. Assignment of the Registration Rights. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be
automatically assigned by a Purchaser to any transferee of the Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee; (c) at or before the time the
Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transfer of the relevant Shares
complies with the restrictions set forth in Section 4 of the Share Purchase Agreement. 
  
 10. Amendment of Registration Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the 
  

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 Purchasers holding two thirds (2/3) of the outstanding Registrable Securities. Any amendment or waiver effected in
accordance with this Section 10 shall be binding upon the Purchasers and the Company. 
  
 11. Miscellaneous. 
  
 (a)
A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or
entities with respect to the same Registrable Securities, the Company shall act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. 
  
 (b) Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal delivery, via facsimile (upon receipt of confirmation of error-free transmission) or two business days following deposit of such notice with an internationally recognized
courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten (10) days advance written notice to each of the other parties
hereto. 
  

	COMPANY:	 	 Acclaim Entertainment, Inc.
 One Acclaim
Plaza
 Glen Cove, New York 11542
 Attention: Mr. Gerard
Agoglia
                   Chief Financial Officer
 Tel.: (516) 656-5000
 Fax: (516) 656-2039
	 	 
			
	 	 	With copies to:	 	 
			
	 	 	 Acclaim Entertainment, Inc.
 One Acclaim
Plaza
 Glen Cove, New York 11542
 Attention: Edward M.
Slezak
 Tel.: (516) 656-5000
 Fax: (516)
656-2039
	 	 
			
	PURCHASERS:	 	to the addresses set forth on the signatures pages hereto.	 	 

  
 (c) Failure of any
party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. 
  

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 (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New
York. Each of the parties agrees to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. This Agreement may be
signed in two or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such validity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other
jurisdiction. Subject to the provisions of Section 10 hereof, this Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. 
  
 (e) This Agreement, together with the other Transaction Documents, constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. 
  
 (f) Subject to the requirements of Section 9 hereof, this Agreement shall inure for the benefit of and be binding upon the
successors and assigns of each of the parties hereto. 
  
 (g) All
pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. 
  
 (h) The Company acknowledges that any failure by the Company to perform its obligations under Section 2, or any delay in such performance could result in
direct and indirect damages to the Purchasers, and the Company agrees that, in addition to any other liability the Company may have by reason of any such failure or delay, the Company shall be liable for all direct and consequential damages caused
by any such failure or delay. Nothing herein shall limit the Purchasers’ right to pursue any claim seeking such direct or consequential damages. 
  
 (i) The obligations of each Purchaser hereunder is several and not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other Purchaser hereunder. Nothing contained herein or in any other agreement or document delivered at the Closing, and no action taken by any Purchaser pursuant hereto or thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Purchaser shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it 
  

 12 








 shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

  
 IN WITNESS WHEREOF, this Registration Rights Agreement
has been duly executed by the undersigned. 
  
 Dated:
[        , 2003] 
  

	ACCLAIM ENTERTAINMENT, INC.
		
	 By:
	 	 
	 	

	Name:	 	 
	Title:	 	 


  

	PURCHASER 
		
	 By:
	 	 
	 	

	Name:	 	 
	Title:	 	 


  

	PURCHASER 
		
	 By:
	 	 
	 	

	Name:	 	 
	Title:	 	 


  

 13 








 SCHEDULE 1 
  

	 Name of Purchaser

	 	 Number of Shares

	 	 Dollar Amount