RESTRICTED STOCK AGREEMENT
MAJESCO ENTERTAINMENT COMPANY
AGREEMENT made as of the 7th day of June, 2010 (the “Grant Date”), between Majesco Entertainment
Company (the “Company”), a Delaware corporation having its principal place of business in Edison, New Jersey
and Chris Gray (the “Participant”).
WHEREAS, the Company has adopted the Amended and Restated 2004 Employee, Director and
Consultant Incentive Plan (the “Plan”) to promote the interests of the Company by providing an incentive for
employees, directors and consultants of the Company or its Affiliates;
WHEREAS, pursuant to the provisions of the Plan, the Company desires to offer for sale to the Participant
shares of the Company’s common stock, $.001 par value per share (“Common Stock”), in accordance with the
provisions of the Plan, all on the terms and conditions hereinafter set forth;
WHEREAS, Participant wishes to accept said offer; and
WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the
meanings ascribed to such terms in the Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Terms of Purchase . The Participant hereby accepts the offer of the Company to issue to the Participant, in
accordance with the terms of the Plan and this Agreement, 100,000 shares of the Company’s Common Stock
(such shares, subject to adjustment pursuant to Section 23 of the Plan and Subsection 2.1(g) hereof, the
“Granted Shares”), at a purchase price per share of $.001 (the “Purchase Price”), receipt of which is hereby
acknowledged by the Participant’s prior service to the Company and which amount will be reported as income
on the Participant’s W-2 for this calendar year.
2.1. Company’s Lapsing Repurchase Right .
(a) Lapsing Repurchase Righ