Media Contact:

Melissa Chambers, mchambers@riedc.com, 401-278-9119

38 Studios Loan Guarantee Agreement Fact Sheet

• The $75 million loan guarantee will assist 38 Studios in obtaining private
financing to bring 450 highly skilled, high-wage jobs to the state. An additional
$50 million will remain available as part of the $125 million Job Creation
Guaranty Program to help additional innovation-driven small businesses gain
access to private growth capital and credit.

• 38 Studios is required to relocate to Rhode Island.

• 38 Studios will make an announcement about their relocation date no later than
November 30, 2010.

• 38 Studios will not receive the entire loan amount at once. The company will
receive the funds on a staggered basis as it meets certain relocation, job creation
and product development milestones.

• Loan fund release schedule to 38 Studios is as follows:

o Upon the loan closing estimated to be by August 31, 2010 (should any
delays in the closing occur, the parties anticipate the estimated target dates
will be adjusted accordingly): $15,000,000.

o Upon the public announcement by the company of a relocation date to

Rhode Island estimated to be by November 30, 2010: $10,000,000.

o Upon the relocation of the company to Rhode Island, and the creation of at
least 80 full-time jobs in Rhode Island, estimated to be by February 28,
2011: $20,000,000.

o Upon the creation by the company of an additional 45 full-time jobs in

Rhode Island estimated to be August 31, 2011: $5,000,000.

o Upon the entry by the company into a satisfactory distribution agreement

for its Project Copernicus estimated to be by November 30, 2011:
$5,000,000.

o Upon the creation by the company of at least an additional 125 full-time

jobs in Rhode Island by December 31, 2011: the balance of the net
proceeds.
• Closing of the loan requires a signed enforceable lease for the company’s
corporate offices and studio operations in a location in Rhode Island that is
satisfactory to both the RIEDC and 38 Studios.

• The loan will be used for expenses related to relocation and expansion of the
company’s corporate office and all studio operations to Rhode Island and for all
associated business expenses related to product development and distribution by
38 Studios in conjunction with its video game products in development.

• 38 Studios job creation schedule:

o 38 Studios will provide 125 full-time jobs in Rhode Island within twelve
(12) months of the loan closing.

o 38 Studios will add an additional 175 full-time jobs in Rhode Island within
twenty-four (24) months of the closing.

o 38 Studios will add an additional 150 full-time jobs in Rhode Island within
thirty-six (36) months of the closing.

• 38 Studios is subject to a job shortfall penalty fee of $7,500 per year for each of
the 450 jobs it has agreed to bring to Rhode Island.

• 38 Studios will offer all of its assets as collateral to the state. These assets include,
intellectual property, licenses, licensing fees, distribution and publishing
contracts, receivables, equipment, hardware, software and work product.

• The company will pay annual fees to the RIEDC based on a percentage of the
outstanding loan.

• The RIEDC must approve the private lender that will be making the loan to 38
Studios.

• The loan cannot be transferred without RIEDC consent.

• Should 38 Studios relocate the company or any substantial portion of its

operations outside of Rhode Island, it would constitute as a default on the loan in
which case the company’s debt and related job shortfall penalty fees would
become immediately payable, including any outstanding costs and expenses
incurred by the RIEDC.

• A third party monitoring, reporting and response process regarding the company’s
progress will be developed and implemented. 38 Studios will provide annual
certifications that the company has met certain requirements of the agreement.
The RIEDC may at the cost and expense of the company have such certification
audited by independent public accountants.

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