UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

JOSEPH ZERGER, On Behalf of Himself and Case Number 07 C 3797 All Others Similarly Situated, ) (Consolidated)

Plaintiff,

vs.

MIDWAY GAMES INC., et al.,

Defendants. DEMAND FOR JURY TRIAL

CONSOLIDATED AMENDED CLASS ACTION COMPLAINT FOR VIOLATION OF THE SECURITIES LAWS The Court-appointed Lead Plaintiffs, Andre Pappas and Giancarlo Dimizio, individually and on behalf of all persons similarly situated (collectively, "plaintiffs ), by and through their undersigned attorneys, file this Consolidated Amended Class Action Complaint for Violation ofthe

Securities Laws against Midway Games, Inc. ("Midway or the "Company ), Steven M. Allison,

James R. Boyce, Miguel Iribarren, Thomas E. Powell and David F. Zucker (collectively, the

"Individual Defendants or, together with Midway, the "defendants ). Plaintiffs allege the following based upon the investigation ofplaintiffs' counsel, which included a review of Midway's and other entities' and individuals' filings with the United States Securities and Exchange Commission

("SEC ), as well as regulatory filings and reports, press releases and other public statements issued by the Company and other individuals and entities and media reports about the Company. Plaintiffs believe that substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable opportunity to conduct discovery.

INTRODUCTION & OVERVIEW

1. This is a securities class action on behalf of all purchasers of the common stock of

Midway between August 4, 2005 and May 24, 2006 (the "Class Period ), seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act or the "1934 Act )

2. Midway develops and publishes interactive entertainment software for the global video game market. The Company has been in the business of creating video games for more than

20 years and has published over 400 titles. In 2001, Midway's management decided to focus exclusively on the home console and handheld video game software market and get out of the coin- operated product business. The Company's products are available for play on major platforms, including Microsoft's Xbox, Nintendo's GameCube and Game Boy Advance and Sony's PlayStation

2 and PlayStation Portable. Midway focuses its product development efforts on the creation of numerous titles across many of the most popular video game genres.

-1- In February 2005, Midway announced Q4 2004 net income of $17 million on $77 million in revenues - its first profitable quarter in five years. A large part of the Company's Q4

2004 financial results was based on the successful release ofthe games Mortal Kombat -Deception and Arcade Treasure 2, and the ability to keep costs in check. Indeed, Midway's ability to deliver positive financial results to the market in the future would be dependent upon the Company's successful release of new game titles on diverse platforms in a cost efficient manner. Another objective of Midway's future success was reasonable growth in its product development infrastructure: including the ability to attract and retain the highest quality product developers.

Achieving these objectives proved costly during the Class Period and required funding from either internal cash flow or the capital markets.

4. At Midway, however, internal funding of expensive product development projects was generally out of the question. After a profitable Q4 2004, Midway failed to generate a single penny of net income , which necessitated the Company to obtain cash from the capital markets (i.e., external sources) to fund the day-to-day operations ofthe business. For instance, the Company had borrowed $75 million in September 2005 to fund the business. But given the large operating losses

Midway was generating during 2005, coupled with the expenditure oftens of millions of dollars for product development each quarter, the Company would find itself needing cash again, and quick.

During 2005, the Company's product development strategy for the major platforms was to "internally develope[] products due to the favorable profit margin contribution and the ability to leverage ... products into sequels and derivative products. Midway also produced games for the personal computer ("PC ) market segment during 2005, even though the market was not a major target of the Company's business at that time. Accordingly, rather than do PC-based product development in-house, during most of 2005 Midway contracted the work out to other development companies.

-2- 6. Throughout the Class Period, Midway bolstered its team of internal product developers. Defendants repeatedly informed the market that "robust internal product development resources will be a critical advantage to Midway in the future. To that end, between December 31,

2003 and December 31, 2005, Midway increased its internal product development team from 330 to

650 employees. Midway made these gains in internal product development headcount largely through hiring product developers and the acquisition ofcompetitors in the interactive entertainment industry, such as Ratbag Holdings Pty Ltd. ("Ratbag, acquired in August 2005) and The Pitbull

Syndicate Ltd. ("Pitbull, acquired in October 2005).

7. Midway's sustained investment in internal product development infrastructure was a significant drain on the Company's capital resources - much more costly than defendants let on during the Class Period. Throughout the Class Period, defendants repeatedly represented that

Midway had sufficient working capital - i. e., cash - to fund the operations of the Company and its continued product development investments. Defendants also touted the acquisition of Ratbag product developers as adding depth to the Company's internal product development organization and strengthening Midway's ability to deliver commercially successful products to customers.

8. None ofdefendants' representations were true, however. Defendants concealed from the market that they did not intend to keep Ratbag's product developers because Midway sought to acquire the business's customer base, not its products. In fact, defendants wound down the operations of Ratbag four months after announcing its acquisition. As a result of defendants' undisclosed strategy, Midway incurred approximately $13 million in restructuring charges during

2005 to account for the closing of Ratbag. The $13 million in restructuring costs announced by the

Company on December 16, 2005 created additional funding needs since Midway had been consistently operating at a loss and foresaw continued losses in guidance provided to the market.

-3- 9. In November 2005, Midway cancelled a contract with Stainless Steel Studios

("Stainless Steel ), who the Company had hired to develop the PC-based game entitledRise & Fall:

Civilizations of War ("Rise & Fall ). As a result, defendants concealed that Midway would be forced to invest millions of dollars of additional internal product development resources for PC- based products between November 2005 and June 2006. Like the $13 million in restructuring costs incurred with the closure of Ratbag, these additional investments created additional funding needs since Midway had been consistently operating at a loss and forsaw continued losses in guidance provided to the market.

10. As a consequence of defendants' closure of Ratbag and the cancellation of the

Stainless Steel contract, the Company incurred, and would continue to incur, millions of dollars of incremental costs. The undisclosed reality was that the Company would soon be forced to tap the capital markets for a highly dilutive debt offering to fund Midway's day-to-day operations. The

Individual Defendants took full advantage of this undisclosed reality - selling 782,950 shares of their Midway stockforproceeds of$15.3 million . 740,450 of the total shares, and $14.7 million of the total proceeds, were sold and obtained injust 18 days - between December 19, 2005 and January

6, 2006.

11. The Individual Defendants' unusual and suspicious insider trading is made all the more suspect by the fact that 490,450 of the total shares, and $10.3 million of the total proceeds, were sold and obtained between December 19, 2005 and December 29, 2005. On December 29,

2005, Sumner Redstone ("Redstone ) (the controlling shareholder ofMidway) publicly announced that he had pledged over 33 million Midway shares to collateralize a personal loan with Citicorp.

12. Prior to and during the Class Period, Redstone, either directly or through other entities and representatives, reported that he was undergoing an evaluation of taking Midway

"private and that Viacom considered Midway a potential acquisition candidate. At the same time

-4- Redstone was reporting this information to the market, he was acquiring large sums ofMidway stock in open market transactions.

13. The market considered the information regarding Redstone important:

March 1, 2005 - Wedbush Morgan Securities:

Although we are quite optimistic about the company's turnaround, we continue to view Midway shares as somewhat overvalued. We are confident that Midway's share price appreciation over the past year is in large part attributable to the massive purchases of stock by Viacom (VIA - Not Rated) Chairman Sumner Redstone.

March 23, 2005 - Wall Strategies:

[T]here are some concerns, the most prevalent being Sumner Redstones [sic] presence. On our prior update on January 4, Mr. Redstone owned 70% ofMidway's shares, now he owns 77% .... [I]f Redstone decides that Midway is not a suitable growth vehicle in the years to come, he could dump his shares on the open market, thus depreciating Midway's share price.

14. After Redstone's December 29, 2005 announcement, Midway's stock price steadily decreased from $20 per share in late December 2005, to $7 by the end of May 2006.

15. During the Class Period, defendants made a number ofpartial disclosures which had the effect of dissipating some, but not all, of the artificial inflation from Midway's stock price. For instance, on December 16, 2005, defendants announced that they were actually firing the Ratbag product developers and would suffer approximately $13 million in costs as a result. In response to this news, the Company's stock price slid from $23.25 to $20.97 over the course oftwo trading days.

16. Further, on February 23, 2006, defendants disclosed that the Company would be spending $38.5 million for product development and overhead per quarter for the remainder of 2006.

However, on the same day, defendants were quick to reassure the market that they saw no need to

-5- obtain external funding for the Company's day-to-day operations. In reaction to this news, the

Company's stock price slid from $10.87 to $9.94 at the close of next trading day.

17. The Individual Defendants maintained the illusion that Midway' s cash position was strong and within the Company's "multi-year plan just long enough to sell almost all of their personal holdings of Midway stock before lowering the boom on unwitting investors on May 24,

2006. On that day, defendants admitted that Midway was cash strapped and that their Class Period statements concerning the Company's cash position were utterly false. The market was shocked by this news and Midway's stock price plummeted, falling 17.4% in value in two trading days.

Plaintiffs and the proposed Class herein suffered millions of dollars in damages when defendants' fraud was fully revealed.

18. Infuriated investors immediately began filing lawsuits alleging that defendants had committed securities fraud. Defendants' fraud, and the effect it had on Midway's stock price, are detailed below:

-6- Midway Games Inc. Indexed vs- S&P 500' q3 !o AY June 27 , 2005 to June 30 2006

$25 12 'NY;', • +,ta T3."1:i5 •aa.^To a-,^I r3'1`1oiCr..oo Mat ', wip. P.Y45P'.TT0 W.Y11nP. ^ F'Ar w1lj aelween X95 mmian to S #-00 rrtiman to casn an Top I,h.'+IJ71 yl i:1%tu iJ11,.,1}J 2O`J mksu: aa:ance sheet and a 'nett ss liax Ob 2,DD 5] of 575 1 ^ttwig dome Rust Bag and fmg m ' Dn,' vAl :e at the same time fafvlg to hf xm ".,.g aid Sia:D,ego OroductdweV, •r+esTV.s that hllidway had Ore adyde4ded to molt ,fo-v1 Rettag , o cIi wood dramaicAy - n_ease ^A 1005 casts. ' .f2 O5; Re 1ifnne BnnPUtt no ^..' ., ,tier 33 mirm s[1 ages of hbd.OOyatack 10 S20 ^Reir^e^7P. n $425 n ,pn loan WAlh Getprou:l i t4' 5: 6' t}.aay r.,:'•TC 1oat Rvrrri 3g ^s^ders at The vnmpery lud said 475,45f] '.1 ", q-1 Ti t u'1 _nkls d V., I to 1 he G6n1pally-s I r' ce.9^istlf$id.3rrl cw.mmed,ato.ybe#n dL'•la : Tr:xiJ JJca nIii,llg^n, W R P.!f5tonep »nnn,nCeMnl. ^u-rvU ul11 t'ro -s a:l exjpirtu'Hty ... that -y'lU11 W sU44;[W- I:i. laic 1II 106: Wrvf $leet gt,atrgres AnIrTT, B' .:.': ..... It i-i 0Io0.U¢I11C = ;U111 I 141'U L1CtWI1 b na ge. n*T d4 Cllmfn(1 an'P. whm top c 1171' ... '. {'J }I:11114,i.^ Dos.ranclg , despita aoknDwIedf#ng $20.5 m o nr tit oe spent m pfadl.It+developmerrt aid aotnoieTe - 7. e•head to c'4796.' a S1r5 5,2dl06: fdedvayr an in had pnced 575 m9o•1 lad j^ L wrnerl^ic bond Issue wrlh p'o':•.:.k Wbe used fm generdtarpsals 0 pupcses . irto uding woskng captor and cap-la' vxucndb. vs.

$10 X7,39 2.23'{18: Midway reports that 1wle fed very !F? :MI A7f1, JT-0[R CASTI W$Apn... iWA 5{1°.t f.^d y ;1.i1 N1:1P. 1'IP..' a r JJh'yP. ffi pIAl7 , wt•1 a fn; .14 0 1 59.94 5:3:53: hiedway• ete•ales to ange 'a a- -i rl ix gto >A'Ih to Yves to nva 1g arSi44145 m&m FD- D*is a:I4 T "'1 .3 .'. a ^kTAI i rL71Y^Y19 , , , , assovafedprDdu tdLwetoymerdald may k et-lg ovr•.lrad fa• X05, not-lg two 1-Ic c_O ;:x:11 A J ;1 a3•:k 71 7L` :}?'7 J'l.

06127/2005 0810012005 09.2 V2005 1110212005 12?1512005 01131?2006 0311512006 04127.+2006 0610912006 07?1912005 08)30+2005 10112?2005 1112312005 0110912006 02)22)2006 04)05)2006 05!1812006 061301 006 '.S3-5ca nd«edx U^d-, !`: _,t Zt-PaceO ,,,, JURISDICTION AND VENUE

19. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the

Exchange Act [15 U.S.C. §§78j(b) and 78t(a)] and SEC Rule lOb-5 [17 C.F.R. §240.10b-5].

20. This Court has jurisdiction over the subject matter ofthis action pursuant to 28 U.S.C.

§§1331 and 1367 and §21 of the Exchange Act [15 U.S.C. §78aa].

21. Venue is proper in this District pursuant to §21 of the Exchange Act, and 28 U.S.C.

§ 1391(b), as many ofthe acts and practices complained of herein occurred in substantial part in this

District.

22. In connection with the acts alleged in this complaint, defendants, directly or indirectly, used the means and instrumentalities ofinterstate commerce, including, but not limited to, the mails, interstate telephone communications and the facilities of the national securities markets.

THE PARTIES

23. Lead Plaintiff Andre Pappas purchased the stock of Midway at artificially inflated prices during the Class Period and has suffered losses of $27,707.47, as shown in the Declaration of

Norman Riflcind in Support ofthe Motion ofPappas and Dimizio for Consolidation, Appointment as

Lead Plaintiffs and Approval of Selection of Lead and Liaison Counsel (Dkt. No. 28).

24. Lead Plaintiff Giancarlo Dimizio purchased the stock of Midway at artificially inflated prices during the Class Period and has suffered losses of $12,164.84, as shown in the

Declaration ofNorman Rifkind in Support ofthe Motion of Pappas and Dimizio for Consolidation,

Appointment as Lead Plaintiffs and Approval of Selection of Lead and Liaison Counsel (Dkt. No.

28).

25. Defendant Midway is a corporation headquartered in Chicago, Illinois. During the

Class Period, the stock ofMidway traded on the New York Stock Exchange ("NYSE ). The NYSE is an "efficient market.

-8- 26. Defendant Steven M. Allison ("Allison ) was Midway's Senior Vice President of

Marketing and Chief Marketing Officer at all relevant times. During the Class Period, defendant

Allison sold 21,250 shares of his Midway stock, 100% of the shares he beneficially owned, for

$447,649 in insider trading proceeds.

27. Defendant James R. Boyle ("Boyle ) was Midway's Vice President of Finance,

Controller, and Assistant Treasurer at all relevant times . During the Class Period, defendant Boyle sold 20,000 shares of his Midway stock, 100% of the shares he beneficially owned, for $382,215 in insider trading proceeds.

28. Defendant Miguel Iribarren ("Iribarren ) was Midway's Vice President ofPublishing at all relevant times. During the Class Period, defendant Iribarren sold 15,000 shares ofhis Midway stock, 100% of the shares he beneficially owned, for $316,774 in insider trading proceeds.

29. Defendant Thomas E. Powell ("Powell ) was Midway's Executive Vice President and

Chief Financial Officer at all relevant times. During the Class Period, defendant Powell sold 78,000 shares of his Midway stock, 100% of the shares he beneficially owned, for $1,373,231 in insider trading proceeds.

30. Defendant David F. Zucker ("Zucker ) was Midway's President and ChiefExecutive

Officer at all relevant times. During the Class Period, defendant Zucker sold 648,700 shares of his

Midway stock, over 78% of the shares he beneficially owned, for $12,827,992 in insider trading proceeds.

31. The defendants named in ¶126-30 are referred to herein as the "Individual

Defendants.

IMPORTANT NON-PARTIES

32. During all relevant times, Redstone was the Chairman and CEO of Viacom, Inc.

("Viacom ), and a controlling shareholder ofMidway. During the Class Period, through direct and

-9- indirect holdings ofMidway, Redstone owned approximately 90% ofMidway's outstanding stock.

Further, Redstone is a controlling shareholder of National Amusements, Inc., which held approximately 13% of Midway stock (part of the 90% that Redstone controlled) as of June 2005.

Prior to and during the Class Period, Redstone, either directly or through other entities and representatives, reported that he was undergoing an evaluation oftaking Midway "private and that

Viacom considered Midway a potential acquisition candidate. At the same time Redstone was reporting this information to the market, he was acquiring large sums of Midway stock in open market transactions.

33. National Amusements, Inc. ("NAI ) is a privately held Maryland corporation controlled by Redstone.

34. Sumco, Inc. ("Sumco ) is a privately held Delaware corporation controlled by

Redstone.

35. On December 29, 2005, Redstone announced that he had contributed over 33 million shares ofhis Midway stock to Sumco to secure Redstone's personal loan of over $425 million owed to Citicorp. Pursuant to the agreement reached between Redstone and Sumco on December 28,

2005, NAI would fund "significant payment by Sumco of interest and principal on Sumner's $425 million personal loan. Immediately after Redstone disclosed this information to the market,

Midway's stock price began a precipitous decline of over 50% during January and February 2006.

In a lawsuit brought by Redstone' s son, Brent D. Redstone, it was alleged that NAI arranged to bail

Redstone out of his $425 million dollar loan in exchange for the Midway stock.

SCIENTER, FRAUDULENT SCHEME AND COURSE OF BUSINESS

36. Midway's top officers and directors, including the Individual Defendants, are liable for making false statements, including those by Midway' s executive officers. Defendants' fraudulent scheme and course of business operated as a fraud or deceit on purchasers of Midway

-10- common stock in that: (i) it temporarily deceived the investing public regarding Midway's prospects and business; (ii) it artificially inflated the price of Midway's common stock; and (iii) it caused plaintiff and other members of the Class to purchase Midway common stock at inflated prices.

THE TRUE AND UNDISCLOSED FACTS CONCERNING DEFENDANTS' FALSE STATEMENTS

37. During 2005, Stainless Steel was under contract with the Company for the development of Midway's PC-based game entitled Rise & Fall. In November 2005, Midway cancelled its contract with Stainless Steel and brought the product development of the Rise & Fall game in-house to the Company 's product development team. Prior to the cancellation of the

Stainless Steel contract, PC-based games were not a significant part of Midway' s business. As a result, Midway was forced to increase its investments into PC game product development around the time it cancelled the Stainless Steel Studios contract. In addition, when Midway took over the development ofRise & Fall in November 2005, the game had 1,800 open bugs (i. e., software flaws).

Given that Rise & Fall was plagued with an abnormally high number ofbugs, Midway was forced to devote additional development resources to correct them prior to the promised June 2006 release of the game. As a result ofbringing Rise & Fall in-house, the Company incurred millions of dollars of incremental product development costs for PC-based games between November 2005 and June

2006.

38. In late October 2005, the Company decided to wind down the operations ofRatbag - a mere two months after Midway acquired it. Midway was much more interested in obtaining

Ratbag's customer base, versus the products in development at Ratbag or its product development employees. After acquiring Ratbag, Midway's management also concluded that it would be more cost-effective to shut the business down as opposed to integrating Ratbag's computer systems with

Midway's computer systems. In Q4 2005, Midway's management also decided to fire 30 product developers located at the Company's San Diego, California campus. The $13 million in -11- restructuring charges that Midway announced on December 16, 2005 were a result of the terminations of all product developers in San Diego and the shutdown of Ratbag.

FALSE AND MISLEADING STATEMENTS ISSUED DURING THE CLASS PERIOD

Defendants ' 2Q05 False and Misleading Statements

39. False Statement : On August 4, 2005, Midway issued a press release announcing the

Company's acquisition of Ratbag. In the release, Zucker commented:

"This transaction is consistent with our strategy of adding depth to our internal product development organization and strengthening our ability to deliver high-quality, compelling and commercially successful content for current and future systems. Ratbag brings to Midway a rare combination of development expertise in driving and on-foot combat that they are incorporation into our games now in development.

40. False Statement: On August 4, 2005, defendants held a conference call which included the following statements:

David Zucker - Midway Games - President, CEO

Turning to guidance. Partially due to the shortfall from the second quarter results, and also from our decision to move the release of our next premium PC title, The Rise and Fall Civilizations at War into the first quarter of 2006, we're revising our full year revenue guidance to approximately 200 million, down from previous estimate ofwith 225 million, and increasing our net loss to approximately 60 million from our previous estimate of 47 million.

We announced this morning the acquisition of the Ratbag Holdings, an Australian developer who expands our internal product development capabilities overseas. We are working closely with Ratbag in one of our key titles for next year. We believe with this is an opportunity to establish our development presence [in] the midst ofthe great pool oftalent in Australia, and bring to Midway technical expertise and experience that will specifically help facilitate our development of multi-genre action games. We look forward to announcing the projects that our new Midway Studios Australia is developing.

-12- 41. The statements made by Midway or on behalf of Midway on August 4, 2005 were false and misleading when made in their own right and for failing to disclose the following adverse facts necessary to make the statements not misleading:

(a) When Midway acquired Ratbag on August 4, 2005, it did so for the purpose of obtaining the business's customer base, not for the purpose of acquiring Ratbag's products or product developers;

(b) Midway management intended to close the Ratbag operations within months of acquiring it;

(c) Midway would incur $13 million in incremental costs associated with the closure of Ratbag and the termination of Ratbag and San Diego product developers;

(d) The $13 million in incremental costs associated with the closure of Ratbag and the termination ofRatbag and San Diego product developers created additional cash needs and;

(e) As a result of the Company being in desperate need for working capital,

Midway would be required to seek approximately $75 million in dilutive convertible debt, which upon pricing would reduce the per share market price of Midway's stock.

Defendants ' 3Q05 False and Misleading Statements

42. False Statement: On November 1, 2005, Midway issued a press release which stated:

MIDWAY ANNOUNCES EXPECTED 2005 THIRD QUARTER RESULTS

... Midway Games Inc. today announced expected revenue and net loss for the third quarter ended September 30, 2005, and provided revised guidance for 2005.

For the year ending December 31, 2005, Midway has revised its net revenue expectations in part due to re-scheduling certain products into 2006 from the fourth quarter of 2005, as well as lower-than-expected retailer reorders for several recently released titles, including The Suffering: Ties That Bind andL.A. RUSH. As such, for the year ending December 31, 2005, the Company now expects net revenues of approximately $145 million, compared with the Company's previous estimate ofnet revenue of $200 million. Additionally, the Company now expects a 2005 full year -13- net loss of approximately $95 million compared with its prior guidance for a net loss of approximately $60 million.

43. False Statement: On November 7, 2005, Midway issued a press release which stated:

Midway Games Inc. today announced results of operations for the three month period ended September 30, 2005. The Company also updated its guidance for the quarter and year ending December 31, 2005.

OUTLOOK

For the quarter ending December 31, 2005, the Company expects net revenue of approximately $65 million, with a net loss of approximately $20 million.

For the year ending December 31, 2005, Midway has revised its revenue expectations in part due to re-scheduling the release of certain products into 2006 from the fourth quarter of 2005, as well as lower-than-expected retailer reorders for several recently released titles, including The Suffering: Ties That Bind and L.A. RUSH. As such, for the year ending December 31, 2005, the Company now expects net revenues ofapproximately $145 million, compared with the Company's previous estimate of $200 million. Additionally, the Company now expects a net loss of approximately $95 million, an increase from the Company's prior expectation of a net loss of approximately $60 million.

44. False Statement: On a November 7, 2005, defendants held a conference call which included the following statements:

David Zucker - Midway Games - ChiefExecutive Officer

[W]e're revising our 2005 full-year revenue estimates from approximately $200 million to approximately $145 million. With a net loss of approximately 95 million compared with our prior guidance of 60 million. This revision is partly or partially due to our decision to move some Q4 titles out of this fiscal year, as in Mortal Kombat: Deception Unchained for the Sony PSP, as well as the European launch of Gauntlet. Also our reduced expectations for the performance of our titles including L.A. Rush, and lower than expected reorders for the Suffering in North America.

We've set out to build an organization with the right people, processes, and tools to become the next. Due to long lead times for game development and -14- pipelines and internal resources organically over time results will not be seen immediately. We expect to end the year [with] between $95 to $100 million in cash on the balance sheet.

We remain excited about the prospects over the next few years and the belief we have in place now for the internal development capabilities, financial resources, marketing skills and strategic relationships that provide the basis in the upcoming [console] cycle. That concludes my prepared remarks. Operator please open the line for questions.

45. The statements made by Midway or on behalf of Midway between November 1 and

November 7, 2005 were false and misleading when made in their own right and for failing to disclose the following adverse facts necessary to make the statements not misleading:

(a) When Midway acquired Ratbag on August 4, 2005, it did so for the purpose of obtaining the business's customer base, not for the purpose of acquiring Ratbag's products or product developers;

(b) Midway management had already decided to wind down the Ratbag operations within months of acquiring it;

(c) Midway would incur $13 million in incremental costs associated with the closure of Ratbag and the termination of Ratbag and San Diego product developers;

(d) The $13 million in incremental costs associated with the closure of Ratbag and the termination ofRatbag and San Diego product developers created additional cash needs; and

(e) As a result of the Company being in desperate need for working capital,

Midway would be required to seek approximately $75 million in dilutive convertible debt, which upon pricing would reduce the per share market price of Midway's stock.

46. On December 16, 2005, defendants filed a Form 8-K with the SEC which stated:

Item 2.05. Costs Associated with Exit or Disposal Activities.

(a) On December 14, 2005, the Company's Board of Directors committed to a plan to reduce the Company's cost structure and increase product development -15- synergy and efficiency. To that end the Company has instituted strategic workforce reductions that it expects will allow the Company to better leverage resources in a manner consistent with its strategy to increase the quality and size of its internal product development capabilities. As such, the Company anticipates that it will reduce headcount by between 71 and 96 positions, which represents a reduction of approximately 8-11% of the Company's global workforce. The Company expects that the majority of the headcount reduction will occur by the end of 2005, with the remainder of headcount reduction planned for 2006. Despite these reductions, the Company grew its overall internal product development employee base in 2005 and intends to continue to grow its product development employee base in 2006.

(b) In conjunction with this plan, the Company anticipates that it will incur costs associated with these activities as follows:

Employee related costs $2 million Asset impairment $8 million Exit and other costs $3 million

(c) Therefore, the Company expects to incur pre-tax charges related to these activities in the fourth quarter 2005 of approximately $13 million.

(d) Of these amounts, the Company expects to incur future cash expenditures related to these activities of approximately $4 million.

Item 7.01. Regulation FD Disclosure.

The Company now expects to take charges unrelated to the plan description above of approximately $7 million for the fourth quarter of 2005 due to (1) the accelerated amortization and writedowns of capitalized product development costs associated with both current and future releases; (2) inventory writedowns; and (3) bad debts. These non-cash charges were not previously anticipated when the Company provided its most recent guidance for the year and quarter ending December 31, 2005.

Information in this Current Report that is being furnished pursuant to Item 7.01 shall not be deemed "filed pursuant to Item Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Accordingly, the information in Item 7.01 ofthis Current Report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

47. In response to this announcement, Midway's stock price declined from $23.25 to

$20.97 in the next two trading days, as artificial inflation partially dissipated from the stock price.

-16- The price ofMidway's stock remained artificially inflated however, because defendants continued to deceive investors.

48. On December 29, 2005, Redstone filed a Form Schedule 13D with the SEC in which he announced, rather than Viacom acquiring Midway or that the Company would "go private, that he had transferred over 32 million shares of his Midway stock to Sumco to collateralize a $425 million personal loan with Citicorp. In the 10 days preceding Redstone's December 29, 2005 revelation, the Individual Defendants unloaded nearly all of their stock - 490,450 shares in total - for unlawful proceeds of $10,286,784. In other words, the Individual Defendants effectuated nearly all of their insider trading prior to Redstone's December 29, 2005 disclosure.

49. On December 30, 2005, Reuters reported on Redstone's SEC filing made the day before:

Shares ofvideo game publisher Midway Games Inc. dropped nearly 4 percent on Friday, after majority shareholder Sumner Redstone disclosed he had shifted part of his holdings to a new company controlled by his daughter.

The disclosure on Thursday was a "non event, Michael Pachter, a video game analyst at Wedbush Morgan Securities, said on Thursday.

Viacom Inc. chairman Redstone, who directly and indirectly holds 89.25 percent ofthe game company behind the Mortal Kombat franchise, on Thursday said entities he controls had pledged nearly 33 million shares of Midway to a newly created company to secure a $425.2 million debt to Citicorp.

The new company, called Sumco, will be controlled by his daughter Shari Redstone, and will be responsible for servicing the debt, the filing said.

"It's like a shifting of loan repayment responsibility, collateralized by Midway shares, Pachter said.

The filing said Redstone executed the transaction to "engage in tax and estate planning and reduce certain personal indebtedness.

Redstone's "beneficial ownership ofthe common shares ofthe issuer remains unchanged as a result ofthe transactions, the filing said, referring to Midway shares.

Midway shares, which have nearly doubled in price this year, fell 70 cents, or 3.48 percent, to $19.41 on the New York Stock Exchange in afternoon trading.

-17- 50. Immediately after Redstone announced that he had pledge nearly 33 million Midway shares as collateral for his $425 million personal loan, the per share price of Midway stock began a long downward slide as Redstone's accumulation of Midway stock abruptly halted and market expectations of an acquisition by Viacom or a "going private transaction fizzled.

Defendants ' 4Q05 False and Misleading Statements

51. False Statement: On February 23, 2006, Midway reported its fourth quarter and year end 2005 results:

MIDWAY REPORTS 2005 Q4 AND YEAR END RESULTS

... Midway Games Inc. today announced results of operations for the fourth quarter and full year ended December 31, 2005. The Company also provided guidance for the quarter ending March 31, 2006 and the year ending December 31, 2006.

FOURTH QUARTER RESULTS

Net revenues for the 2005 fourth quarter were $69. 8 million, down 9.6% from 2004 fourth quarter net revenues of $77. 2 million. The 2005 fourth quarter loss applicable to common stock was $37 . 8 million, or a loss of $0.42 per basic and diluted share, compared with a 2004 fourth quarter income applicable to common stock of $17 . 6 million, or $0.19 per diluted share . The 2005 fourth quarter results include a $10. 8 million charge related to the restructuring announced in December 2005.

FULL YEAR RESULTS

Net revenues for the year ended December 31, 2005, were $150.1 million, down 7.1 % from the $161.6 million for the year ended December 31, 2004. The loss applicable to common stock for the year ended December 31, 2005, was $112.8 million, or $1.30 per basic and diluted share, compared to a loss applicable to common stock of $24.7 million or $0.34 per basic and diluted share for the year ended December 31, 2004. The results for the year ended December 31, 2005, include a $10.8 million charge related to the restructuring announced in December 2005.

OUTLOOK

-18- For the year ending December 31, 2006, Midway expects revenues to grow approximately 3% to $155 million with a reduction in net loss to approximately $66 million, which includes approximately $3 million of stock option expense. For the first quarter ending March 31, 2006, the Company expects net revenues of approximately $13 million, with a net loss of approximately $22 million. For the first quarter of 2006, Midway has already released, Midway Arcade Treasures: Deluxe Edition andL.A. RUSH, both for the PC, and we anticipate releasing Midway Arcade Treasures: Extended Play for PSP and Gauntlet: Seven Sorrows for PlayStation 2 and Xbox in Europe only, and NBA Ballers: Rebound for PSP in late March.

52. False Statement : On a February 23, 2006, defendants held a conference call which included the following statements:

Tom Powell - Midway Games - CFO

Revenues for the quarter totaled $69.8 million which was slightly above our expectations. Revenue mix by platform was 58% on PlayStation 2, 28% on the Xbox, and approximately 3% for each of the PC, GameCube, PlayStation Portable, Game Boy Advance, and licensed royalties. Our international business contributed approximately 17% of the revenues and for the quarter the net loss was $37.8 million, which was slightly favorable to our expectations, taking account of the charge of $10.8 million associated with the restructuring ofour product development organization, and the charge of approximately $7 million, due primarily to write downs of capitalized product development costs for both current and future releases, both of which were announced in our 8-K on December 16 of 2005.

Tom Andrews - Cowen - Analyst

And finally, can you give us any color on what your cash burn rates, on a quarterly basis you expect to be for the current year?

Tom Powell - Midway Games - CFO

Sure, we anticipate that overhead for '06 will be largely the same as 2005, which ran about $8.5 million per quarter for both the sales and marketing overhead, as well as the corporate admin functions. And then for product development we expect to spend slightly less than $30 million on a quarter on average. That should give you a good sense for our overhead cash burn rate.

Heath Terry - Credit Suisse - Analyst

-19- Thank you. I was wondering you if you could [talk] a little bit about -just going off of your net income guidance for this year, which I know isn't a perfect proxy, but using that it looks like you're due to burn through two thirds of your cash balance. What kind of capital means are you going to have this year? What do you think the proper working capital balance for the Company is and how should we kind ofthink about that and I guess how is that kind of coloring the growth plans for the Company?

David F. Zucker - Midway Games - President, CEO

We're look [sic] at over the next two years here and including fully funding our aggressive next generation titles we have in development. We feel very good about our cash position. In terms in of our working capital, Tom, you want to talk about that?

Tom Powell - Midway Games - CFO

Sure, we specifically put together a multi-year plan, as David mentioned, with a focus on balancing our growth as well as avoiding additional capital financing, or financing initiatives. So, that's the way we looked at our multi-year plan, and we think we've found a good balance [for] the two of them that accomplishes both and provides adequate working capital to fund our development projects. Certainly ifwe stray significantly from that plan we would have to revisit that assumption, but right now we feel good about the level of cash we have.

53. In response to the news announced by the Company' s management during the conference call, Midway's stock price declined from $10.87 to $9.94 the next day, as the artificial inflation partially dissipated from the stock price. The price ofMidway's stock remained artificially inflated however, because defendants continued to deceive investors concerning the Company's cash needs.

54. Indeed, defendants' act of quelling investor concerns about the Company's cash requirements during the February 23, 2006 conference call were echoed by Wall Street Strategies analyst Brian Sozzi: "Conference Call Highlights[.]... [m]anagement is comfortable with the company's cash positioning, despite acknowledging $38.5 million per quarter will be spent on product development and corporate overhead in 2006. (Emphasis added.)

-20- 55. The statements made by Midway or on behalf ofMidway on February 23, 2006 were false and misleading when made in their own right and for failing to disclose the following adverse facts necessary to make the statements not misleading:

(a) When Midway acquired Ratbag on August 4, 2005, it did so for the purpose of obtaining the business's customer base, not for the purpose of acquiring Ratbag's products or product developers;

(b) Midway incurred $13 million in incremental costs associated with the closure of Ratbag and the termination of Ratbag and San Diego product developers;

(c) The $13 million in incremental costs associated with the closure of Ratbag and the termination of Ratbag and San Diego product developers created additional cash needs;

(d) During November 2005, Midway cancelled its contract with Stainless Steel

Studios to develop its PC-based game entitled Rise & Fall. At the same time, Midway brought the development of the Rise & Fall game in-house for the Company's product development team to complete. As Midway has publicly disclosed, PC-based games were not a significant part of

Company's business prior to 2006. In addition, when Midway took over the development ofRise &

Fall in November 2005, the game had 1,800 open bugs (i.e., software flaws). Given that Rise & Fall was plagued with an abnormal high number of bugs, Midway was forced to devote additional development resources to correct them prior to the promised June 2006 release of the game. As a result ofbringing the product development ofRise & Fall in-house, Midway was forced to increase its investments into PC game product development - spending millions of dollars on the project between November 2005 and June 2006;

(e) Midway's costs associated with making investments into PC-based game product development between November 2005 and June 2006 created additional cash needs; and

-21- (f) As a result of the Company being in desperate need for working capital,

Midway would be required to seek approximately $75 million in dilutive convertible debt, which upon pricing would reduce the per share market price of Midway's stock.

Defendants ' 1Q06 False and Misleading Statements

56. False Statement : On May 3, 2006, Midway issued a press release which stated:

Midway Games Inc. today announced results of operations for the three month period ended March 31, 2006. The Company also confirmed its prior full year guidance and provided revenue and earnings guidance for the second quarter ending June 30, 2006.

FIRST QUARTER RESULTS

Net revenues for the 2006 first quarter were $15.4 million, an 11 % increase over 2005 first quarter net revenues of $13.8 million. The 2006 first quarter loss applicable to common stock was $22.6 million which includes $0.8 million of stock option expense, or a loss of $0.25 per share, compared with a 2005 first quarter loss applicable to common stock of $16.0 million or a loss of $0.19 per share.

OUTLOOK

For the quarter ending June 30, 2006, Midway expects net revenues of approximately $25 million, with a net loss of approximately $32 million. For the second quarter, Midway has released NBA Ballers.- Phenom for PlayStation 2, Rampage: Total Destruction for PlayStation 2 and Nintendo GameCube, and expects to release NBA Ballers: Rebound for the PSP this week. During the remainder ofthe quarter, the Company also expects to release Rise & Fall: Civilizations at War for PC and MLB Slugfest 2006 for PlayStation 2 and Xbox. For the year ending December 31, 2006, Midway continues to expect revenues of $155 million with a net loss of approximately $66 million, which includes approximately $3 million of stock option expense.

Mr. Zucker commented, "Although 2006 continues to be a transition year for the industry, we are committed to showing modest revenue growth in spite of the overall industry downturn. We are focused on our goal of increasing our market share early in the new console cycle. To that end, we are concentrating our resources on developing what we believe will be some of the best technology and highest- potential intellectual properties in the industry for the next generation consoles. We continue to make great strides in honing our development and marketing processes, and we are excited to be able to show in greater detail some of our progress at the 2006 Electronic Entertainment Expo (E3) in Los Angeles next week.

-22- 57. False Statement: On May 3, 2006, defendants held a conference call which included the following statements:

Daniel Ernst - Hudson Square Research - Analyst

... First of all, maybe update us on where you think cash will break even on a quarterly revenue basis is.

Tom Powell - Midway Games - CFO

Sure in terms of cash flow break even, as you are probably aware, a number of factors come into play. This year we're in a situation where the pricing isn't as favorable as it might be as you get into 2007, which will certainly provide some added gross margin impact. But generally speaking, in the $75 million range, you expect to get towards the cash flow break even.

Edward Williams - Harris Nesbitt - Analyst

Okay. And then going to the balance sheet for a moment, the cash burn for the year. Is there a number you're kind of, you can discuss or what your thought is at that, with that line item?

Tom Powell - Midway Games - CFO

Well, I think we gave you the general parameters ofwhat our overhead costs are. We're looking to spend in the neighborhood of 110 to $115 million on product development this year on a cash basis. And then our corporate as well as sales and marketing overhead costs will run about 30 million for the year. So then the revenue less costs would back into the cash use.

58. The statements made by Midway or on behalf ofMidway on May 3, 2006 were false and misleading when made in their own right and for failing to disclose the following adverse facts necessary to make the statements not misleading:

(a) When Midway acquired Ratbag on August 4, 2005, it did so for the purpose of obtaining the business's customer base, not for the purpose of acquiring Ratbag's products or product developers;

-23- (b) Midway incurred $13 million in incremental costs associated with the closure of Ratbag and the termination of Ratbag and San Diego product developers;

(c) The $13 million in incremental costs associated with the closure of Ratbag and the termination of Ratbag and San Diego product developers created additional cash needs;

(d) During November 2005, Midway cancelled its contract with Stainless Steel

Studios to develop its PC-based game entitled Rise & Fall. At the same time, Midway brought the development of the Rise & Fall game in-house for the Company's product development team to complete. As Midway has publicly disclosed, PC-based games were not a significant part of

Company's business prior to 2006. In addition, when Midway took over the development ofRise &

Fall in November 2005, the game had 1,800 open bugs (i. e., software flaws). Given that Rise & Fall was plagued with an abnormal high number of bugs, Midway was forced to devote additional development resources to correct them prior to the promised June 2006 release of the game. As a result ofbringing the product development ofRise & Fall in-house, Midway was forced to increase its investments into PC game product development - spending millions of dollars on the project between November 2005 and June 2006;

(e) Midway's costs associated with making investments into PC-based game product development between November 2005 and June 2006 created additional cash needs; and

(f) As a result of the Company being in desperate need for working capital,

Midway would be required to seek approximately $75 million in dilutive convertible debt, which upon pricing would reduce the per share market price of Midway's stock.

DEFENDANTS FINALLY REVEAL THAT MIDWAY HAD BEEN CASH STRAPPED

59. On May 24, 2006, Midway issued a press release which stated:

Midway Games Inc. announced today that, on May 23, it priced the offering of its $75 million of Convertible Senior Notes due 2026. The notes are general

-24- unsecured obligations of Midway and will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.

The notes will bear interest at a rate of 7.125% per year and will be convertible into Midway common stock, at the option ofthe holders , at a conversion rate of 92 . 0810 shares per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $ 10.86. There maybe an increase in the conversion rate of the notes under certain circumstances.

Holders may require Midway to purchase for cash all or part oftheir notes on May 31, 2010, May 31, 2016, and May 31, 2021, or upon the occurrence of certain events, at 100% ofthe principal amount ofthe notes plus accrued and unpaid interest and additional interest, if any, up to, but not including, the date ofpurchase. Midway may redeem for cash all or a portion ofthe notes at any time on or after June 6, 2013, at 100% of the principal amount of the notes plus accrued and unpaid interest and additional interest, if any, up to, but not including, the date of redemption.

The offering is expected to close on May 30, 2006, subject to customary closing conditions.

Midway intends to use the net proceeds from the offering for general corporate purposes, including working capital and capital expenditures. Midway may also use a portion of the net proceeds to fund possible future acquisitions of, or strategic alliances with, development companies or other companies involved in the development or production of video games.

60. On May 26, 2006, the Chicago Tribune reported:

Midway Games Inc. stock tumbled to $7.39. The Chicago-based maker of video games said Wednesday it will sell $75 million in senior notes that can be converted to common shares. Existing holders' stakes could be diluted when the notes are converted.

61. In response to the announcement that Midway had priced $75 million of dilutive convertible debt to fund its day-to-day operations, Midway's stock price declined from $9.87 to

$7.39 the next day, as the artificial inflation dissipated from the stock price.

ADDITIONAL ALLEGATIONS OF SCIENTER

62. Defendants were motivated to commit the wrongdoing alleged herein so that they could sell their personally held Midway shares at artificially inflated prices. Not only did the

Individual Defendants sell millions of dollars of their personal holdings prior to announcing a dilutive note offering, but they also sold nearly all their stock immediately before the single largest

-25- shareholder, Redstone, announced that he had been accumulating Midway stock to collateralize a personal loan. Redstone's December 29, 2005 announcement had the effect of signaling to the market that Midway was no longer an acquisition target of Viacom, or a candidate for a "going private transaction.

63. During the Class Period, insiders sold a total of 782,950 shares , for total proceeds of

$15.3 million, as set forth in the following chart:

Midway Games, Inc. Class Period Insider Sales August 4, 2005 - May 24, 2006 Source : SEC Form 4s

Insider Name Date Shares Price Proceeds Steven M. Allison 12/22/2005 2,050 $20.96 $42,968 12/22/2005 2,000 $20.97 $41,940 12/22/2005 1,200 $20.99 $25,188 12/22/2005 900 $20.88 $18,792 12/22/2005 900 $20.95 $18,855 12/22/2005 900 $21.02 $18,918 12/22/2005 900 $21.05 $18,945 12/22/2005 800 $20.94 $16,752 12/22/2005 800 $21.13 $16,904 12/22/2005 800 $21.32 $17,056 12/22/2005 700 $21.00 $14,700 12/22/2005 700 $21.15 $14,805 12/22/2005 700 $21.28 $14,896 12/22/2005 700 $21.29 $14,903 12/22/2005 600 $20.98 $12,588 12/22/2005 600 $21.06 $12,636 12/22/2005 400 $21.01 $8,404 12/22/2005 400 $21.08 $8,432 12/22/2005 400 $21.09 $8,436 12/22/2005 400 $21.17 $8,468 12/22/2005 400 $21.20 $8,480 12/22/2005 400 $21.30 $8,520 12/22/2005 400 $21.33 $8,532 12/22/2005 300 $20.92 $6,276 12/22/2005 300 $21.07 $6,321 12/22/2005 300 $21.16 $6,348 12/22/2005 300 $21.21 $6,363 12/22/2005 300 $21.22 $6,366 12/22/2005 300 $21.31 $6,393 12/22/2005 200 $20.90 $4,180 12/22/2005 200 $20.91 $4,182 12/22/2005 200 $21.04 $4,208 12/22/2005 200 $21.10 $4,220 12/22/2005 200 $21.11 $4,222 -26- Insider Name Date Shares Price Proceeds 12/22/2005 200 $21.12 $4,224 12/22/2005 200 $21.14 $4,228 21,250 $447,649

James R Boyle 8/29/2005 1,900 $14.39 $27,341 8/29/2005 1,200 $14.42 $17,304 8/29/2005 900 $14.43 $12,987 8/29/2005 600 $14.46 $8,676 8/29/2005 300 $14.45 $4,335 8/29/2005 100 $14.41 $1,441 12/21/2005 2,700 $20.52 $55,404 12/21/2005 2,700 $20.60 $55,620 12/21/2005 1,400 $20.79 $29,106 12/21/2005 1,100 $20.84 $22,924 12/21/2005 1,000 $20.77 $20,770 12/21/2005 800 $20.74 $16,592 12/21/2005 800 $20.66 $16,528 12/21/2005 800 $20.63 $16,504 12/21/2005 700 $20.83 $14,581 12/21/2005 600 $20.64 $12,384 12/21/2005 500 $20.76 $10,380 12/21/2005 400 $20.78 $8,312 12/21/2005 200 $20.80 $4,160 12/21/2005 200 $20.75 $4,150 12/21/2005 200 $20.65 $4,130 12/21/2005 200 $20.62 $4,124 12/21/2005 200 $20.59 $4,118 12/21/2005 100 $20.82 $2,082 12/21/2005 100 $20.58 $2,058 12/21/2005 100 $20.73 $2,073 12/21/2005 100 $20.70 $2,070 12/21/2005 100 $20.61 $2,061 20,000 $382,215

Miguel Iribarren 12/20/2005 7,500 $21.50 $161,250 12/20/2005 1,900 $20.74 $39,406 12/20/2005 1,100 $20.75 $22,825 12/20/2005 1,000 $20.77 $20,770 12/20/2005 600 $20.73 $12,438 12/20/2005 400 $20.70 $8,280 12/20/2005 300 $20.73 $6,219 12/20/2005 200 $20.73 $4,146 12/20/2005 200 $20.73 $4,146 12/20/2005 200 $20.75 $4,150 12/20/2005 200 $20.71 $4,142 12/20/2005 200 $20.72 $4,144 12/20/2005 200 $20.72 $4,144 12/20/2005 200 $20.70 $4,140 12/20/2005 100 $20.75 $2,075 12/20/2005 100 $20.75 $2,075 12/20/2005 100 $20.74 $2,074 12/20/2005 100 $20.71 $2,071 27 Insider Name Date Shares Price Proceeds 12/20/2005 100 $20.72 $2,072 12/20/2005 100 $20.70 $2,070 12/20/2005 100 $20.70 $2,070 12/20/2005 100 $20.67 $2,067 15,000 $316,774

Thomas E. Powell 8/30/2005 37,500 $14.18 $531,750 12/20/2005 7,700 $20.80 $160,160 12/20/2005 4,400 $20.79 $91,476 12/20/2005 4,300 $20.70 $89,010 12/20/2005 3,300 $20.71 $68,343 12/20/2005 3,200 $20.76 $66,432 12/20/2005 2,700 $20.75 $56,025 12/20/2005 2,000 $20.87 $41,740 12/20/2005 2,000 $20.82 $41,640 12/20/2005 1,900 $20.77 $39,463 12/20/2005 1,800 $20.74 $37,332 12/20/2005 1,800 $20.83 $37,494 12/20/2005 1,800 $20.78 $37,404 12/20/2005 1,000 $20.85 $20,850 12/20/2005 800 $20.72 $16,576 12/20/2005 700 $20.86 $14,602 12/20/2005 400 $20.88 $8,352 12/20/2005 400 $20.81 $8,324 12/20/2005 200 $20.84 $4,168 12/20/2005 100 $20.90 $2,090 78,000 $1,373,231

David F. Zucker 12/19/2005 7,600 $22.99 $174,724 12/19/2005 3,800 $21.78 $82,764 12/19/2005 3,000 $22.97 $68,910 12/19/2005 2,900 $22.05 $63,945 12/19/2005 2,700 $22.35 $60,345 12/19/2005 2,500 $22.55 $56,375 12/19/2005 2,400 $22.64 $54,336 12/19/2005 2,200 $21.75 $47,850 12/19/2005 2,000 $22.67 $45,340 12/19/2005 1,700 $22.60 $38,420 12/19/2005 1,500 $22.66 $33,990 12/19/2005 1,400 $22.61 $31,654 12/19/2005 1,100 $21.81 $23,991 12/19/2005 1,000 $22.65 $22,650 12/19/2005 1,000 $22.57 $22,570 12/19/2005 900 $22.10 $19,890 12/19/2005 800 $22.83 $18,264 12/19/2005 800 $22.80 $18,240 12/19/2005 800 $22.56 $18,048 12/19/2005 800 $22.30 $17,840 12/19/2005 700 $22.11 $15,477 12/19/2005 700 $22.06 $15,442 12/19/2005 600 $21.85 $13,110 12/19/2005 500 $22.91 $11,455 28 Insider Name Date Shares Price Proceeds 12/19/2005 500 $22.90 $11,450 12/19/2005 500 $22.69 $11,345 12/19/2005 500 $22.68 $11,340 12/19/2005 500 $22.18 $11,090 12/19/2005 400 $22.70 $9,080 12/19/2005 400 $22.36 $8,944 12/19/2005 400 $22.17 $8,868 12/19/2005 300 $22.85 $6,855 12/19/2005 300 $22.76 $6,828 12/19/2005 300 $22.27 $6,681 12/19/2005 300 $21.88 $6,564 12/19/2005 200 $22.38 $4,476 12/19/2005 200 $22.32 $4,464 12/19/2005 200 $22.20 $4,440 12/19/2005 200 $22.09 $4,418 12/19/2005 200 $22.07 $4,414 12/19/2005 200 $21.93 $4,386 12/19/2005 200 $21.87 $4,374 12/19/2005 100 $22.81 $2,281 12/19/2005 100 $22.63 $2,263 12/19/2005 100 $22.62 $2,262 12/19/2005 100 $22.16 $2,216 12/19/2005 100 $22.14 $2,214 12/19/2005 100 $22.12 $2,212 12/19/2005 100 $21.83 $2,183 12/19/2005 100 $21.77 $2,177 12/20/2005 7,000 $20.80 $145,600 12/20/2005 6,318 $21.50 $135,837 12/20/2005 3,000 $20.74 $62,220 12/20/2005 2,700 $20.77 $56,079 12/20/2005 1,900 $20.72 $39,368 12/20/2005 1,600 $20.60 $32,960 12/20/2005 1,600 $20.75 $33,200 12/20/2005 1,500 $20.83 $31,245 12/20/2005 1,500 $20.81 $31,215 12/20/2005 1,300 $20.69 $26,897 12/20/2005 1,300 $20.73 $26,949 12/20/2005 1,200 $20.62 $24,744 12/20/2005 1,200 $20.76 $24,912 12/20/2005 1,100 $20.70 $22,770 12/20/2005 1,100 $21.21 $23,331 12/20/2005 1,000 $20.42 $20,420 12/20/2005 1,000 $20.73 $20,730 12/20/2005 1,000 $20.77 $20,770 12/20/2005 900 $20.51 $18,459 12/20/2005 900 $20.52 $18,468 12/20/2005 900 $20.75 $18,675 12/20/2005 800 $20.45 $16,360 12/20/2005 800 $20.63 $16,504 12/20/2005 800 $20.70 $16,560 12/20/2005 700 $20.40 $14,280 12/20/2005 700 $20.63 $14,441 29 Insider Name Date Shares Price Proceeds 12/20/2005 700 $20.72 $14,504 12/20/2005 682 $20.74 $14,145 12/20/2005 500 $21.60 $10,800 12/20/2005 400 $20.56 $8,224 12/20/2005 400 $20.68 $8,272 12/20/2005 400 $21.52 $8,608 12/20/2005 300 $20.55 $6,165 12/20/2005 300 $20.80 $6,240 12/20/2005 300 $20.71 $6,213 12/20/2005 300 $21.15 $6,345 12/20/2005 300 $21.51 $6,453 12/20/2005 300 $21.53 $6,459 12/20/2005 200 $20.50 $4,100 12/20/2005 200 $20.79 $4,158 12/20/2005 200 $21.50 $4,300 12/20/2005 200 $21.58 $4,316 12/20/2005 100 $20.53 $2,053 12/20/2005 100 $20.64 $2,064 12/20/2005 100 $20.67 $2,067 12/20/2005 100 $21.55 $2,155 12/20/2005 100 $21.59 $2,159 12/21/2005 5,800 $20.90 $121,220 12/21/2005 2,900 $20.60 $59,740 12/21/2005 2,700 $20.91 $56,457 12/21/2005 2,700 $20.79 $56,133 12/21/2005 2,700 $20.52 $55,404 12/21/2005 2,500 $20.70 $51,750 12/21/2005 2,300 $20.71 $47,633 12/21/2005 2,100 $20.68 $43,428 12/21/2005 2,000 $20.77 $41,540 12/21/2005 1,500 $20.84 $31,260 12/21/2005 1,500 $20.74 $31,110 12/21/2005 1,500 $20.67 $31,005 12/21/2005 1,400 $20.83 $29,162 12/21/2005 1,300 $20.80 $27,040 12/21/2005 1,300 $20.76 $26,988 12/21/2005 1,300 $20.69 $26,897 12/21/2005 1,300 $20.66 $26,858 12/21/2005 1,100 $20.78 $22,858 12/21/2005 1,100 $20.65 $22,715 12/21/2005 1,100 $20.63 $22,693 12/21/2005 1,000 $20.56 $20,560 12/21/2005 900 $20.86 $18,774 12/21/2005 900 $20.50 $18,450 12/21/2005 900 $20.75 $18,675 12/21/2005 900 $20.72 $18,648 12/21/2005 800 $20.73 $16,584 12/21/2005 600 $20.92 $12,552 12/21/2005 600 $20.64 $12,384 12/21/2005 500 $20.85 $10,425 12/21/2005 500 $20.82 $10,410 12/21/2005 500 $20.61 $10,305

30 Insider Name Date Shares Price Proceeds 12/21/2005 400 $20.62 $8,248 12/21/2005 300 $20.57 $6,171 12/21/2005 300 $20.54 $6,162 12/21/2005 200 $20.89 $4,178 12/21/2005 200 $20.59 $4,118 12/21/2005 200 $20.55 $4,110 12/21/2005 200 $20.53 $4,106 12/22/2005 8,200 $21.10 $173,020 12/22/2005 6,500 $21.30 $138,450 12/22/2005 3,400 $21.17 $71,978 12/22/2005 3,200 $20.94 $67,008 12/22/2005 3,200 $21.16 $67,712 12/22/2005 2,600 $21.32 $55,432 12/22/2005 1,800 $20.99 $37,782 12/22/2005 1,800 $21.07 $37,926 12/22/2005 1,600 $20.96 $33,536 12/22/2005 1,500 $21.20 $31,800 12/22/2005 1,300 $21.12 $27,456 12/22/2005 1,100 $21.33 $23,463 12/22/2005 1,100 $21.15 $23,265 12/22/2005 1,000 $21.31 $21,310 12/22/2005 1,000 $20.90 $20,900 12/22/2005 1,000 $21.26 $21,260 12/22/2005 900 $21.08 $18,972 12/22/2005 800 $21.06 $16,848 12/22/2005 800 $21.05 $16,840 12/22/2005 700 $21.29 $14,903 12/22/2005 700 $21.22 $14,854 12/22/2005 600 $20.97 $12,582 12/22/2005 500 $21.02 $10,510 12/22/2005 500 $21.21 $10,605 12/22/2005 400 $21.28 $8,512 12/22/2005 400 $21.04 $8,416 12/22/2005 400 $21.00 $8,400 12/22/2005 400 $21.14 $8,456 12/22/2005 400 $21.13 $8,452 12/22/2005 400 $21.09 $8,436 12/22/2005 200 $20.92 $4,184 12/22/2005 200 $21.27 $4,254 12/22/2005 100 $21.03 $2,103 12/23/2005 8,300 $21.17 $175,711 12/23/2005 4,900 $21.11 $103,439 12/23/2005 4,100 $21.07 $86,387 12/23/2005 3,400 $21.18 $72,012 12/23/2005 3,100 $21.25 $65,875 12/23/2005 3,000 $21.10 $63,300 12/23/2005 2,900 $21.13 $61,277 12/23/2005 2,800 $21.16 $59,248 12/23/2005 2,800 $21.12 $59,136 12/23/2005 2,700 $21.14 $57,078 12/23/2005 2,300 $21.19 $48,737 12/23/2005 2,200 $21.21 $46,662

31 Insider Name Date Shares Price Proceeds 12/23/2005 1,900 $21 . 15 $40,185 12/23/2005 1 ,500 $21.08 $31,620 12/23/2005 1,100 $21 .02 $23,122 12/23/2005 900 $21.09 $18,981 12/23/2005 700 $21 .22 $14,854 12/23/2005 500 $21 .24 $10,620 12/23/2005 500 $21 .23 $10,615 12/23/2005 300 $21 .20 $6,360 12/23/2005 100 $21 .05 $2,105 12/27/2005 6,800 $20.74 $141,032 12/27/2005 3 ,200 $21.24 $67,968 12/27/2005 2,700 $20.80 $56,160 12/27/2005 2,300 $20.91 $48,093 12/27/2005 1,900 $20.76 $39,444 12/27/2005 1,900 $20.70 $39,330 12/27/2005 1 ,900 $20.93 $39,767 12/27/2005 1,800 $20.72 $37,296 12/27/2005 1 ,800 $20.55 $36,990 12/27/2005 1,500 $20.65 $30,975 12/27/2005 1 ,400 $20.75 $29,050 12/27/2005 1,300 $20.77 $27,001 12/27/2005 1,300 $20.39 $26,507 12/27/2005 1,300 $20.44 $26,572 12/27/2005 1,300 $20.85 $27,105 12/27/2005 1,200 $20.79 $24,948 12/27/2005 1,100 $20.78 $22,858 12/27/2005 1 , 100 $20.49 $22,539 12/27/2005 1,000 $20.45 $20,450 12/27/2005 1,000 $20.88 $20,880 12/27/2005 800 $20.71 $16,568 12/27/2005 800 $21.11 $16,888 12/27/2005 800 $20.40 $16,320 12/27/2005 700 $20.73 $14,511 12/27/2005 700 $20.97 $14,679 12/27/2005 700 $20.90 $14,630 12/27/2005 600 $20.69 $12,414 12/27/2005 600 $20.66 $12,396 12/27/2005 600 $20.63 $12,378 12/27/2005 600 $21.00 $12,600 12/27/2005 500 $20.92 $10,460 12/27/2005 400 $20.84 $8,336 12/27/2005 400 $20.37 $8,148 12/27/2005 400 $20.47 $8,188 12/27/2005 400 $20.94 $8,376 12/27/2005 400 $20.87 $8,348 12/27/2005 400 $20. 86 $8,344 12/27/2005 300 $20.81 $6,243 12/27/2005 300 $20.89 $6,267 12/27/2005 200 $20.68 $4,136 12/27/2005 200 $20.60 $4,120 12/27/2005 200 $20.58 $4,116 12/27/2005 200 $20.98 $4,196 32 Insider Name Date Shares Price Proceeds 12/27/2005 200 $20.38 $4,076 12/27/2005 200 $20.48 $4,096 12/27/2005 200 $20.41 $4,082 12/27/2005 100 $20.54 $2,054 12/27/2005 100 $21.13 $2,113 12/27/2005 100 $21.12 $2,112 12/27/2005 100 $20.46 $2,046 12/28/2005 7,700 $20.77 $159,929 12/28/2005 4,600 $20.75 $95,450 12/28/2005 3,800 $20.76 $78,888 12/28/2005 3,600 $20.80 $74,880 12/28/2005 3,400 $20.70 $70,380 12/28/2005 2,600 $20.83 $54,158 12/28/2005 2,500 $20.85 $52,125 12/28/2005 2,300 $20.82 $47,886 12/28/2005 1,700 $20.65 $35,105 12/28/2005 1,700 $20.64 $35,088 12/28/2005 1,600 $20.72 $33,152 12/28/2005 1,500 $20.60 $30,900 12/28/2005 1,500 $20.73 $31,095 12/28/2005 1,500 $20.71 $31,065 12/28/2005 1,200 $20.66 $24,792 12/28/2005 1,200 $20.79 $24,948 12/28/2005 1,100 $20.56 $22,616 12/28/2005 1,000 $20.78 $20,780 12/28/2005 1,000 $20.69 $20,690 12/28/2005 800 $20.67 $16,536 12/28/2005 700 $20.56 $14,392 12/28/2005 700 $20.74 $14,518 12/28/2005 600 $20.61 $12,366 12/28/2005 400 $20.55 $8,220 12/28/2005 300 $20.68 $6,204 12/28/2005 300 $20.81 $6,243 12/28/2005 300 $20.59 $6,177 12/28/2005 200 $20.84 $4,168 12/28/2005 200 $20.50 $4,100 12/28/2005 200 $20.63 $4,126 12/28/2005 200 $20.57 $4,114 12/28/2005 100 $20.64 $2,064 12/28/2005 100 $20.54 $2,054 12/28/2005 100 $20.53 $2,053 12/28/2005 100 $20.58 $2,058 12/29/2005 9,700 $20.00 $194,000 12/29/2005 4,000 $20.10 $80,400 12/29/2005 3,200 $20.09 $64,288 12/29/2005 3,000 $20.05 $60,150 12/29/2005 2,900 $20.15 $58,435 12/29/2005 2,400 $20.20 $48,480 12/29/2005 2,200 $20.07 $44,154 12/29/2005 1,800 $20.13 $36,234 12/29/2005 1,800 $19.99 $35,982 12/29/2005 1,700 $20.11 $34,187

33 Insider Name Date Shares Price Proceeds 12/29/2005 1,400 $20.08 $28,112 12/29/2005 1,200 $20.65 $24,780 12/29/2005 1,200 $20.17 $24,204 12/29/2005 1,100 $20.14 $22,154 12/29/2005 1,000 $19.92 $19,920 12/29/2005 1,000 $20.04 $20,040 12/29/2005 1,000 $19.97 $19,970 12/29/2005 800 $20.38 $16,304 12/29/2005 800 $20.16 $16,128 12/29/2005 700 $19.93 $13,951 12/29/2005 700 $19.98 $13,986 12/29/2005 600 $19.90 $11,940 12/29/2005 600 $20.25 $12,150 12/29/2005 500 $20.54 $10,270 12/29/2005 500 $20.12 $10,060 12/29/2005 500 $19.96 $9,980 12/29/2005 400 $20.45 $8,180 12/29/2005 400 $20.40 $8,160 12/29/2005 300 $20.19 $6,057 12/29/2005 300 $20.06 $6,018 12/29/2005 200 $20.69 $4,138 12/29/2005 200 $20.67 $4,134 12/29/2005 200 $20.48 $4,096 12/29/2005 200 $20.24 $4,048 12/29/2005 200 $20.22 $4,044 12/29/2005 100 $20.46 $2,046 12/29/2005 100 $20.44 $2,044 12/29/2005 100 $20.37 $2,037 12/29/2005 100 $20.18 $2,018 12/29/2005 100 $19.95 $1,995 12/30/2005 5,300 $19.12 $101,336 12/30/2005 4,000 $19.00 $76,000 12/30/2005 3,800 $18.93 $71,934 12/30/2005 3,600 $19.20 $69,120 12/30/2005 3,200 $19.15 $61,280 12/30/2005 2,400 $19.23 $46,152 12/30/2005 2,300 $19.42 $44,666 12/30/2005 2,300 $19.21 $44,183 12/30/2005 1,900 $19.17 $36,423 12/30/2005 1,700 $19.35 $32,895 12/30/2005 1,700 $19.25 $32,725 12/30/2005 1,700 $19.10 $32,470 12/30/2005 1,500 $19.14 $28,710 12/30/2005 1,200 $18.76 $22,512 12/30/2005 1,000 $19.57 $19,570 12/30/2005 1,000 $19.26 $19,260 12/30/2005 800 $19.66 $15,728 12/30/2005 700 $19.67 $13,769 12/30/2005 700 $19.29 $13,503 12/30/2005 700 $19.13 $13,391 12/30/2005 600 $19.54 $11,724 12/30/2005 600 $19.24 $11,544 34 Insider Name Date Shares Price Proceeds 12/30/2005 600 $18.94 $11,364 12/30/2005 500 $19.68 $9,840 12/30/2005 500 $19.38 $9,690 12/30/2005 500 $19.30 $9,650 12/30/2005 500 $19.27 $9,635 12/30/2005 500 $19.19 $9,595 12/30/2005 500 $18.86 $9,430 12/30/2005 500 $19.09 $9,545 12/30/2005 400 $19.51 $7,804 12/30/2005 400 $19.11 $7,644 12/30/2005 300 $19.82 $5,946 12/30/2005 300 $18.82 $5,646 12/30/2005 200 $19.34 $3,868 12/30/2005 200 $19.33 $3,866 12/30/2005 200 $19.22 $3,844 12/30/2005 200 $19.18 $3,836 12/30/2005 200 $18.89 $3,778 12/30/2005 200 $19.08 $3,816 12/30/2005 100 $19.60 $1,960 12/30/2005 100 $19.53 $1,953 12/30/2005 100 $19.16 $1,916 12/30/2005 100 $18.90 $1,890 12/30/2005 100 $19.07 $1,907 12/30/2005 100 $19.02 $1,902 1/3/2006 6,000 $17.85 $107,100 1/3/2006 5,300 $17.26 $91,478 1/3/2006 4,600 $17.40 $80,040 1/3/2006 4,200 $17.45 $73,290 1/3/2006 3,000 $17.87 $53,610 1/3/2006 2,500 $17.41 $43,525 1/3/2006 2,500 $18.02 $45,050 1/3/2006 2,200 $17.90 $39,380 1/3/2006 2,100 $18.87 $39,627 1/3/2006 2,000 $18.23 $36,460 1/3/2006 1,500 $17.68 $26,520 1/3/2006 1,300 $17.89 $23,257 1/3/2006 1,200 $18.59 $22,308 1/3/2006 1,000 $17.95 $17,950 1/3/2006 1,000 $17.93 $17,930 1/3/2006 1,000 $17.61 $17,610 1/3/2006 900 $18.60 $16,740 1/3/2006 800 $18.52 $14,816 1/3/2006 700 $18.72 $13,104 1/3/2006 700 $17.64 $12,348 1/3/2006 600 $17.91 $10,746 1/3/2006 500 $18.01 $9,005 1/3/2006 500 $17.65 $8,825 1/3/2006 400 $18.74 $7,496 1/3/2006 400 $18.22 $7,288 1/3/2006 400 $18.17 $7,268 1/3/2006 300 $17.84 $5,352 1/3/2006 200 $18.88 $3,776 35 Insider Name Date Shares Price Proceeds 1/3/2006 200 $17.59 $3,518 1/3/2006 200 $18.32 $3,664 1/3/2006 200 $18.30 $3,660 1/3/2006 200 $18.05 $3,610 1/3/2006 200 $17.88 $3,576 1/3/2006 200 $17.71 $3,542 1/3/2006 200 $17.60 $3,520 1/3/2006 100 $18.92 $1,892 1/3/2006 100 $18.83 $1,883 1/3/2006 100 $18.82 $1,882 1/3/2006 100 $18.79 $1,879 1/3/2006 100 $18.73 $1,873 1/3/2006 100 $18.19 $1,819 1/3/2006 100 $17.83 $1,783 1/3/2006 100 $17.81 $1,781 1/4/2006 10,500 $17.70 $185,850 1/4/2006 7,000 $17.65 $123,550 1/4/2006 6,800 $17.80 $121,040 1/4/2006 2,900 $17.69 $51,301 1/4/2006 2,200 $17.71 $38,962 1/4/2006 2,200 $17.68 $38,896 1/4/2006 1,900 $18.00 $34,200 1/4/2006 1,800 $17.66 $31,788 1/4/2006 1,700 $17.67 $30,039 1/4/2006 1,600 $17.83 $28,528 1/4/2006 1,400 $17.82 $24,948 1/4/2006 1,200 $17.87 $21,444 1/4/2006 1,100 $17.75 $19,525 1/4/2006 1,000 $17.72 $17,720 1/4/2006 900 $17.79 $16,011 1/4/2006 800 $17.73 $14,184 1/4/2006 700 $17.55 $12,285 1/4/2006 600 $17.58 $10,548 1/4/2006 600 $17.64 $10,584 1/4/2006 600 $17.60 $10,560 1/4/2006 500 $17.76 $8,880 1/4/2006 400 $17.57 $7,028 1/4/2006 400 $17.62 $7,048 1/4/2006 200 $17.59 $3,518 1/4/2006 200 $17.81 $3,562 1/4/2006 200 $17.78 $3,556 1/4/2006 200 $17.54 $3,508 1/4/2006 100 $17.77 $1,777 1/4/2006 100 $17.89 $1,789 1/4/2006 100 $17.53 $1,753 1/4/2006 100 $17.63 $1,763 1/5/2006 9,300 $16.99 $158,007 1/5/2006 4,700 $16.73 $78,631 1/5/2006 4,000 $16.66 $66,640 1/5/2006 3,800 $17.40 $66,120 1/5/2006 3,000 $16.80 $50,400 1/5/2006 2,600 $17.00 $44,200

36 Insider Name Date Shares Price Proceeds 1/5/2006 2,500 $16.59 $41,475 1/5/2006 2,300 $16.78 $38,594 1/5/2006 2,000 $17.19 $34,380 1/5/2006 1,700 $16.93 $28,781 1/5/2006 1,700 $16.88 $28,696 1/5/2006 1,100 $16.75 $18,425 1/5/2006 1,100 $17.11 $18,821 1/5/2006 1,000 $16.95 $16,950 1/5/2006 900 $17.10 $15,390 1/5/2006 900 $16.85 $15,165 1/5/2006 800 $16.79 $13,432 1/5/2006 800 $16.69 $13,352 1/5/2006 800 $16.57 $13,256 1/5/2006 600 $16.90 $10,140 1/5/2006 500 $16.72 $8,360 1/5/2006 500 $16.61 $8,305 1/5/2006 500 $16.64 $8,320 1/5/2006 500 $16.98 $8,490 1/5/2006 500 $16.81 $8,405 1/5/2006 400 $16.84 $6,736 1/5/2006 300 $16.60 $4,980 1/5/2006 200 $16.65 $3,330 1/5/2006 100 $16.70 $1,670 1/5/2006 100 $16.56 $1,656 1/5/2006 100 $17.14 $1,714 1/5/2006 100 $17.12 $1,712 1/5/2006 100 $17.08 $1,708 1/5/2006 100 $17.05 $1,705 1/5/2006 100 $16.96 $1,696 1/5/2006 100 $16.94 $1,694 1/5/2006 100 $16.92 $1,692 1/5/2006 100 $16.82 $1,682 1/6/2006 8,600 $17.50 $150,500 1/6/2006 8,600 $17.46 $150,156 1/6/2006 8,400 $17.54 $147,336 1/6/2006 2,800 $17.52 $49,056 1/6/2006 2,700 $17.48 $47,196 1/6/2006 2,500 $17.70 $44,250 1/6/2006 2,500 $17.51 $43,775 1/6/2006 2,200 $17.40 $38,280 1/6/2006 2,200 $17.53 $38,566 1/6/2006 1,500 $17.43 $26,145 1/6/2006 1,500 $17.45 $26,175 1/6/2006 1,200 $17.60 $21,120 1/6/2006 1,200 $17.57 $21,084 1/6/2006 900 $17.49 $15,741 1/6/2006 900 $17.44 $15,696 1/6/2006 800 $17.58 $14,064 1/6/2006 800 $17.47 $13,976 1/6/2006 600 $17.55 $10,530 1/6/2006 100 $17.41 $1,741 648,700 $12,827,992 37 Insider Name Date Shares Price Proceeds

TOTALS : 782,950 $15,347,861

64. As alleged in the following paragraphs, the Individual Defendants' insider sales were suspicious in their timing, the percentages and amounts of their stock sold, and the amount of proceeds they received.

65. The following chart illustrates defendants' insider sales in the year prior to the Class

Period:

Midway Games, Inc. Pre-Class Period Insider Sales August 4, 2004 - August 3, 2005 Source : SEC Form 4s

Insider Name Date Shares Price Proceeds Steven M. Allison 3/2/05 18,200 $9.95 $181,090 3/2/05 2,350 $10.08 $23,688 3/2/05 700 $10.06 $7,042 21,250 $211,820

Thomas E. Powell 11/10/2004 29,200 $11.56 $337,552 11/12/2004 18,300 $11.58 $211,914 11/26/2004 6,900 $10.98 $75,762 11/29/2004 33,100 $10.79 $357,149 87,500 $982,377

66. During the year prior to the Class Period, defendants Boyle, Iribarren and Zucker sold none of their Midway stock. Moreover, defendants Iribarren, Powell and Zuker sold no stock after the Class Period, as ofthe date ofthis pleading. During the Class Period, however, Zucker engaged in a selling spree of 648,700 shares of his Midway stock, over 78% of what he owned for proceeds of $12. 8 million. All of Zucker' s sales were made pursuant to his December 8, 2005 Rule IOb5-1 trading plan and between December 19, 2005 and January 6, 2006, when Midway stock was selling near its Class Period peak. Zucker's Trading Plan anticipated that Midway's stock would continue trade at artificially inflated prices, which it did. Zucker's selling spree ceased abruptly as Midway stock began its stunning 50% decline.

-38- 67. Defendant Allison sold 21,500 shares on December 22, 2005, which represented

100% of his beneficial ownership of Midway, and obtained proceeds of $447,649 while the stock was trading near its Class Period high. Allison completed his sales before Redstone announced that his recent acquisitions of Midway stock were for the purpose of collateralizing a $425 million personal loan and the Company disclosed that it had priced $75 million in bonds to fund working capital needs. All of Allison's sales were made pursuant to a Rule IOb5-1 trading plan, which he adopted on December 13, 2005. Allison did not sell any other Midway shares until February 26,

2007, and those transactions were not made pursuant to a Rule IOb5 - 1 trading plan.

68. Defendant Boyle sold 20,000 shares between August 29, 2005 and December 21,

2005, which represented 100% of his beneficial ownership of Midway, and obtained proceeds of

$382,215 while the stock was trading near its Class Period high. Boyle completed his sales August

2005 sales before the Company announced that it planned on reducing its global workforce by 8% to

11%. Boyle completed his December 2005 sales before Redstone announced that his recent acquisitions of Midway stock were for the purpose of collateralizing a $425 million personal loan and the Company disclosed that it had priced $75 million in bonds to fund working capital needs.

Boyle's December 21, 2005 sales were made pursuant to a Rule lOb5-1 trading plan, which he adopted on December 19, 2005. Boyle did not sell any other Midway shares until September 17,

2007, and that sale was not made pursuant to a Rule IOb5 - 1 trading plan.

69. Defendant Iribarren sold 15,000 shares on December 20, 2005, which represented

100% of his beneficial ownership of Midway, and obtained proceeds of $316,774 while the stock was trading near its Class Period high. Iribarren completed his sales before Redstone announced that his recent acquisitions of Midway stock were for the purpose of collateralizing a $425 million personal loan and the Company disclosed that it had priced $75 million in bonds to fund working capital needs. Iribarren's December 20, 2005 sales were made pursuant to a Rule IOb5-1 trading

-39- plan, which he adopted on December 9, 2005. As of the date of this pleading, Iribarren has not sold a single share of Midway stock since December 20, 2005.

70. Likewise, defendant Powell sold 78,000 shares between August 30, 2005 and

December 20, 2005, which represented 100% of his beneficial ownership of Midway, and obtained proceeds of $1,373,231 while the stock was trading near its Class Period high. Powell completed his

August 2005 sales before the Company announced that it planned on reducing its global workforce by 8% to 11 %. Powell completed his December 2005 sales before Redstone announced that his recent acquisitions of Midway stock were for the purpose of collateralizing a $425 million personal loan and the Company disclosed that it had priced $75 million in bonds to fund working capital needs. As of the date of this pleading, Powell has not sold a single share of Midway stock since

December 20, 2005.

71. The Individual Defendants accomplished the majority of their unlawful insider trading, obtaining over $10.3 million in proceeds, in the 10 days preceding Redstone's announcement that he had transferred over 33 million shares of Midway stock to Sumco to collateralize a $425 million personal loan.

72. The Rule IOb5 - 1 trading plans of defendants Allison, Boyle, Iribarren and Zucker,

(hereinafter "Trading Plan Defendants ), which remain undefined and undisclosed to the public, are not an affirmative defense to their unlawful insider trading because they made all of their Class

Period trades with knowledge or reckless disregard of material adverse facts concerning Midway's business and did not enter into the trading plans in good faith.

73. At the time the Trading Plan Defendants entered into their trading plans in December

2005, Midway's stock was trading at prices above $20.00 per share - prices the Company had not experienced in over five years - i.e., since March 2000. The prices at which the Individual

Defendants traded at during the Class Period and the fortuitous timing of the execution of the Rule

-40- 10b5-1 trading plans are probative ofthe Individual Defendants' knowledge or reckless disregard of the true and undisclosed facts alleged in this pleading.

THE TRADING PLAN DEFENDANTS' MOTIVATION TO ENTER INTO RULE 10b5-1 TRADING PLANS IS QUESTIONED IN THE PRESS

74. The proximity the Individual Defendants ' insider trading and entry into trading plans immediately before the collapse in Midway's stock price did not go unnoticed in the press. On

November 1, 2006, Business Week Online reported:

Late last year, after a seven-month surge had nearly tripled shares in Midway Games (MWY), CEO David Zucker apparently decided that it was time to lighten his load. On Dec. 8, he filed notice with the SEC that he had set up a prearranged trading plan to sell off some of the shares he had accumulated in the Chicago-based company, best known for its popular Mortal Kombat video game.

And unload Zucker did - with a vengeance. His first trades came on Dec. 19, with the sale of 50,000 shares, bringing in proceeds of $1.1 million. And over the course ofthe next three weeks, Zucker sold another 50,000 shares virtually every trading day, taking a break only for Christmas and New Year's. By Jan. 6, the date ofhis last trade, Zucker had sold off some 650,000 shares, reaping proceeds of $12.9 million. He finished with just 163,000 shares remaining, according to SEC filings.

Increased Scrutiny

Zucker's timing couldn't have been more fortuitous. Less than a week after he set up his automatic trading program, Midway's board approved a plan to take charges of $20 million and cut the company's workforce by up to 11 %. When that plan was made public late on Dec. 16, a Friday afternoon, Midway's shares began a precipitous slide. From a peak of $23.26 on Dec. 15, its stock fell a stunning 57%, to $9.91, by late February.

It's the sort of insider sale that is drawing increasing scrutiny, because Zucker's trades took place after he filed what is known as a IOb5-1 plan. These prearranged plans, named after the SEC rule in 2000 that authorized them, are designed to let executives sell the shares they have accumulated in their companies without facing charges that they are trading based on their inside knowledge. They provide executives with a "safe harbor from such charges, but only if they meet several conditions. Most important, executives must set up these plans at a time when they aren't aware of any significant nonpublic information. They also must delineate the dates or the price at which trades should be made in advance, and they must hand over control of the trades to a broker.

But in the face of evidence that insiders who set up prearranged plans appear to be earning outsized gains, such plans are coming under increased scrutiny. A

-41- recent study by Stanford Graduate School of Business Assistant Professor Alan Jagolinzer raises questions as to whether insiders are in fact able to tap their inside knowledge when they set up and trade under such plans.

Knowledge Aforethought?

At a conference on the legal and accounting issues surrounding options dating and trading issues sponsored by Stanford's Rock Center for Corporate Governance on Oct. 30, Jagolinzer elaborated on his view that a preliminary analysis of the data appears to show that such trades may not be as random as intended by the SEC's original rule. "The conventional wisdom among investors is that these are `uninformed' trades by executives made to diversify, Jagolinzer told the Washington [D.C.] gathering. But the sales activity doesn't appear to reflect "random diversification, he says.

A key reason for the higher performance: More often than not, the sales insiders make in such plans take place just ahead of declines in their companies' stocks. In part, that's because they also sell shares in advance of negative earnings news twice as often as they sell ahead of good news. "What this work suggests is that executives who know that their stock will underperform - either because they know specific bad news is coming up or because they think the market has overvalued it - enter into plans and sell a large fraction of their stock, says Jesse Fried, the co-director of the Berkeley Center for Law, Business & the Economy at the University of California, Berkeley, and the co-author of Pay without Performance: The Unfulfilled Promise of Executive Compensation.

Executive Discretion

Moreover, others argue that some executives appear to be using the plans to rapidly unload stock in a way that runs counter to the original intent of the IOb5-1 rule. When the rule was written, the expectation was that executives would set up plans to trade shares on a regularly scheduled basis over many months - selling, say, 10,000 shares on the first of every month over the course of the following year.

While many executives certainly do that, Jagolinzer's data suggests that others trade more advantageously. "The rule was set up to give executives a safe harbor so that they could make routine sales without having to worry about insider trading every month, says Stanley Sporkin, a former director of the SEC's division of enforcement now with Weil, Gotshal & Manges. "Now it appears to have been turned into something it wasn't designed to do.

Indeed, Mark LoPresti, who tracks insider trading for Thomson Financial, points out that some executives appear to be setting up plans and almost instantaneously using them to sell off big chunks of stock. "People thought these plans would be used to lock in dates well ahead of the trades, says LoPresti. "But

-42- that doesn't appear to be the case; executives still have enormous discretion over when to sell.

Curious Patterns

Still, Jagolinzer's results have drawn skepticism from some quarters. Bruce Carton, who monitors shareholder class action suits for proxy advisor Institutional Shareholder Services, says the advance planning and legal complexities involved in setting up plans leaves him unconvinced they are being widely manipulated. "I find it very unlikely; in my experience, you just don't see a team of executives with matching plans, he says. "Everyone does it as a one-off with their own financial advisors.

Jagolinzer agrees that it's difficult to know from the data alone exactly what explains the insiders' higher-than expected returns, and he stresses that his results are preliminary. And none of it necessarily implies anything illegal. Yet he argues that the patterns demonstrated by examining tens of thousands oftrades are too strong to simply be attributable to chance. "If executives were initiating plans without any inside information, then you wouldn't expect there to be any noticeable pattern in their performance, he says.

In his presentation at the Stanford conference, Jagolinzer cited an unidentified example to demonstrate the patterns that raise questions: the case of a CEO who announced a plan and then sold a huge chunk of his shares within little more than a few weeks, just ahead of a 50% decline in his company's stock.

Fortunate Timing

Jagolinzer would not identify the company involved, but a search through SEC filings reveals that the sales made by Midway's Zucker appear to match that description. Zucker did not respond to several requests for comment.

Zucker's December trades came just ahead of a market rout as investors reacted poorly to the announced restructuring at the money-losing company. Shareholders also feared that continuing problems at the company might lead to a reduction in the controlling stake held by media mogul Sumner Redstone. Purchases made by Redstone had fueled the shares' rise from $8 to $23 since the spring. In late December, Redstone announced that he had transferred his Midway holdings to a company controlled by his daughter as part of an effort to free himself from debt. The combined concerns quickly led to a rout.

The Midway CEO was not the only company executive who decided to diversify his holdings as the stock hit new highs last December. Three other execs at the gaming company also set up automatic trading plans to sell shares - including two who also set them up in the week before the company's Dec. 16 restructuring announcement, according to SEC filings.

No Comment

-43- Miguel Iribarren, a vice-president in charge of publishing, adopted his plan on Dec. 9; on Dec. 20, he sold 15,000 shares for roughly $316,000. Steven Allison, the senior vice-president of marketing, set up his plan on Dec. 13. He sold 21,250 shares on Dec. 22 for nearly $450,000. James Boyle, a vice-president in finance, adopted a plan on Dec. 19. He sold 15,000 shares on the 21st, bringing in $310,000. None of the three made any further trades in their automatic plans.

On Dec. 20, CFO Thomas Powell sold 40, 500 shares for proceeds of $842,000. There are no public filings declaring whether or not his sales took place as part of a trading plan. Insiders are not required to disclose if they've set up l Ob5-1 plans, though many do because of the legal protections they offer. None of the executives responded to requests for comment.

As Jagolinzer put it in reference to his unidentified company, "Given the proximity ofthe trades to the stock decline, this is the type ofpattern that makes you scratch your head and ask what is going on.

LOSS CAUSATION/ECONOMIC LOSS

75. During the Class Period, as detailed herein, defendants made false and misleading statements and engaged in a scheme to deceive the market. Defendants also engaged in a course of conduct that artificially inflated Midway's stock price and operated as a fraud or deceit on Class

Period purchasers of Midway stock by misrepresenting the Company's business and outlook.

Defendants did so by misrepresenting the Company's working capital position. Defendants achieved the fa ade of success and strong business prospects by blatantly misrepresenting the foregoing.

76. Later, however, when defendants ' prior misrepresentations and fraudulent conduct were disclosed and it became apparent to the market that Midway's business results and condition were not as represented, i.e., Ratbag was to be unexpectedly wound down, Ratbag and San Diego- based product developers were to be fired and the Company needed additional working capital to fund day-to-day operations, Midway's stock price fell precipitously, as the prior artificial inflation came out of the stock price. As a result of their purchases of Midway stock during the Class Period

- and the subsequent deflation in the prices of those shares - plaintiffs and other members of the

Class suffered economic loss, i.e., damages under the federal securities laws.

-44- 77. By reporting falsified and misleading information concerning Midway's financial results and operational status, the defendants presented a misleading picture of the Company's current business and prospects . Instead of truthfully disclosing during the Class Period that its business was not as healthy as represented, defendants caused Midway to misleadingly portray to the market the Company's successful accumulation of talented product developers through its acquisition of Ratbag. In addition, by misrepresenting the effect that the closure of Ratbag, termination ofproduct developers and the Company's struggle to internally develop the Rise & Fall game had on Midway, defendants gave the false impression to the market that it would not need to seek additional working capital to fund day-to-day operations.

78. Defendants' misrepresentations caused and maintained the artificial inflation in

Midway's stock price throughout the Class Period until the truth concerning the performance ofthe

Company's business was revealed to the market.

79. Defendants' false and misleading statements had their intended effect, causing

Midway's stock to trade at artificially inflated levels throughout the Class Period, reaching as high as

$23 per share.

80. Four disclosures removed the artificial inflation from Midway's stock. First, on

December 15, 2005, defendants disclosed that the Company would incur unexpected costs of approximately $13 million associated with the reduction of its global workforce by 8-11 % (i.e., the shut down of Ratbag and firing ofproduct development workers) and other non-cash charges. This public revelation communicated to investors that the Company's working capital needs were not as represented by defendants and that Midway would soon need to find additional cash to operate the business. Investors and the market were surprised by this disclosure, and, as a result, the price of

Midway stock declined from $23.25 to $20.97, or 9.8%, over the course ofthe next two trading days.

-45- 81. Defendants' December 15, 2005 disclosure, however, was only a partial disclosure of the truth. After that date, defendants continued to deceive investors , assuring the market that the

Company's cash position was within management's plan.

82. Second, on December 29, 2005, Redstone filed a Form Schedule 13D with the SEC, in which he announced his transfer of over 33 million shares of his Midway stock to Sumco to collateralize a $425 million personal loan with Citicorp. This public revelation communicated to investors that Redstone was not accumulating Midway stock in connection with a potential acquisition by Viacom or "going private transaction. Investors and the market were surprised by this disclosure, and, as a result, the price of Midway stock suffered four straight trading days of decline, from a close of $20.75 on December 28, 2005, to a close of $17.57 on January 4, 2006.

83. Third, on February 23, 2006, defendants acknowledged that the Company would be spending $3 8.5 million per quarter on product development and corporate overhead, putting further stress on the Company's cash needs . This public revelation communicated to investors that the

Company's working capital needs were not as represented by defendants and that Midway would soon need to find additional capital funding. Investors and the market were surprised by this disclosure, and, as a result, the price of Midway shares declined again, from a close of $10.87 on

February 23, 2006, to a close of $9.94 on February 24, 2006.

84. Defendants' February 23, 2006 disclosure, however, was only a partial disclosure of the truth. As noted, during the February 23, 2006 conference call defendants reassured the market that the Company' s cash position was within management's plan.

85. Finally, on May 24, 2006, Midway disclosed that it had priced an offering of $75 million of "Convertible Senior Notes due 2026. The Company further revealed proceeds of the dilutive note offering were to be used for "general corporate purposes, including working capital.

Defendants' disclosure finally disclosed the full truth to investors - i.e., the Company had been in

-46- desperate need of cash. Investors and the market were stunned by this disclosure, and, as a result, the price ofMidway declined 17.4%, from a close of $8.95 on February 23, 2006, to a close of $7.39 on February 24, 2006.

86. The economic loss, i.e., damages, suffered by plaintiffs and other member of the

Class, was a direct result of: (a) defendants' fraudulent scheme to artificially inflate Midway's stock price during the Class Period; and (b) the subsequent declines in the value of Midway's stock price when defendants' prior misrepresentations and other fraudulent conduct became known to the market.

APPLICABILITY OF PRESUMPTION OF RELIANCE: FRAUD ON THE MARKET

87. At all relevant times, the market for Midway's common stock was an efficient market for the following reasons, among others:

(a) Midway stock met the requirements for listing, and was listed and actively traded on the NYSE, a highly efficient market;

(b) As a regulated issuer, Midway filed periodic public reports with the SEC and the NYSE;

(c) Midway regularly communicated with public investors via established market communication mechanisms, including through regular disseminations of press releases on the national circuits ofmaj or newswire services and through other wide-ranging public disclosures, such as communications with the financial press and other similar reporting services; and

(d) Midway was followed by securities analysts employed by major brokerage firms who wrote reports which were distributed to the sales force and certain customers of their respective brokerage firms.

88. As a result ofthe foregoing, the market for Midway common stock promptly digested current information regarding Midway from all publicly available sources and reflected such -47- information in Midway's stock price. Under these circumstances, all purchasers of Midway common stock during the Class Period suffered similar injury through their purchase of Midway's common stock at artificially inflated prices and a presumption of reliance applies.

NO SAFE HARBOR

89. The statutory safe harbor provided for forward-looking statements under certain circumstances does not apply to any of the allegedly false statements pleaded in this complaint.

Many ofthe specific statements pleaded herein were not identified as "forward-looking statements when made. To the extent there were any forward-looking statements, there were no meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the purportedly forward-looking statements. Alternatively, to the extent that the statutory safe harbor does apply to any forward-looking statements pleaded herein, defendants are liable for those false forward-looking statements because at the time each ofthose forward-looking statements was made, the particular speaker knew that the particular forward-looking statement was false, and the forward-looking statement was authorized and approved by an executive officer of

Midway who knew that the statement was false when made.

CLASS ACTION ALLEGATIONS

90. Plaintiffs bring this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of all persons who purchased Midway common stock during the Class

Period (the "Class ). Excluded from the Class are defendants, directors and officers ofMidway and their families and affiliates.

91. The members of the Class are so numerous that joinder of all members is impracticable. The disposition of their claims in a class action will provide substantial benefits to the parties and the Court. Midway has more than 91 million shares of stock outstanding, owned by thousands of persons.

-48- 92. There is a well-defined community of interest in the questions of law and fact involved in this case. Questions of law and fact common to the members of the Class which predominate over questions which may affect individual Class members include:

(a) Whether the 1934 Act was violated by defendants;

(b) Whether defendants omitted and/or misrepresented material facts;

(c) Whether defendants' statements omitted material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(d) Whether defendants knew or recklessly disregarded that their statements were false and misleading;

(e) Whether the price of Midway common stock was artificially inflated; and

(f) The extent of damage sustained by Class members and the appropriate measure of damages.

93. Plaintiffs' claims are typical of those of the Class because plaintiff and the Class sustained damages from defendants' wrongful conduct.

94. Plaintiffs will adequately protect the interests ofthe Class and have retained counsel who is experienced in class action securities litigation . Plaintiffs have no interests which conflict with those of the Class.

95. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

FIRST CLAIM FOR RELIEF

For Violation of §10(b) of the 1934 Act and Rule lOb-5 Against All Defendants

96. Plaintiffs incorporate ¶¶1-95 by reference.

-49- 97. During the Class Period, defendants disseminated or approved the false statements specified above, which they knew or recklessly disregarded were misleading in that they contained misrepresentations and failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

98. Defendants violated § 10(b) of the 1934 Act and Rule I Ob-5 in that they:

(a) Employed devices, schemes, and artifices to defraud;

(b) Made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light ofthe circumstances under which they were made, not misleading; or

(c) Engaged in acts, practices, and a course ofbusiness that operated as a fraud or deceit upon plaintiffs and others similarly situated in connection with their purchases of Midway common stock during the Class Period.

99. Plaintiffs and the Class have suffered damages in that, in reliance on the integrity of the market, they paid artificially inflated prices for Midway common stock. Plaintiffs and the Class would not have purchased Midway common stock at the prices they paid, or at all, if they had been aware that the market price had been artificially and falsely inflated by defendants' misleading statements.

100. As a direct and proximate result ofthese defendants' wrongful conduct, plaintiffs and the other members of the Class suffered damages in connection with their purchases of Midway common stock during the Class Period.

SECOND CLAIM FOR RELIEF

For Violation of §20(a) of the 1934 Act Against All Defendants

101. Plaintiffs incorporate ¶¶1-100 by reference.

-50- 102. The Individual Defendants acted as controlling persons of Midway within the meaning of §20 of the 1934 Act. By virtue of their positions and their power to control public statements about Midway, the Individual Defendants had the power and ability to control the actions of Midway and its employees. Midway controlled the Individual Defendants and its other officers and employees. By reason of such conduct, defendants are liable pursuant to §20(a) ofthe 1934 Act.

PRAYER FOR RELIEF

WHEREFORE , plaintiffs pray for judgment as follows:

A. Declaring this action to be a proper class action certifying plaintiffs as class representatives under Rule 23 ofthe Federal Rules ofCivil Procedure and designating this complaint as the operable complaint for class purposes;

B. Awarding compensatory damages in favor ofplaintiffs and the other Class members against all defendants, jointly and severally, for all damages sustained as a result of defendants' wrongdoing, in an amount to be proven at trial, including interest thereon;

C. Awarding extraordinary, equitable and/or injunctive relief as permitted by law, equity and the federal statutory provisions sued hereunder, pursuant to Rules 64 and 65 ofthe Federal Rules of Civil Procedure and any appropriate state law remedies to assure that the Class has an effective remedy;

D. Awarding plaintiffs and the Class their costs and expenses incurred in this action, including counsel fees and expert fees; and

E. Awarding such other and further relief as the Court may deem just and proper.

-51- JURY DEMAND

Plaintiffs hereby demand a trial by jury.

DATED: December 17, 2007 COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP DARREN J. ROBBINS THOMAS E. EGLER

s/Thomas E. Egler THOMAS E. EGLER

655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP MARIO ALBA, JR. 58 South Service Road, Suite 200 Melville, NY 11747 Telephone : 631/367-7100 631/367-1173 (fax)

Lead Counsel for Plaintiffs

LASKY & RIFKIND, LTD. LEIGH R. LASKY NORMAN RIFKIND AMELIA S. NEWTON 350 North LaSalle Street, Suite 1320 Chicago, IL 60610 Telephone : 312/634-0057 312/634-0059 (fax)

Liaison Counsel S:\CasesSD\Midway Games 07\AMD CPT 00047884.doc

-52- CERTIFICATE OF SERVICE

I hereby certify that on December 17, 2007, I electronically filed the foregoing with the Clerk of the Court using the CM/ECF system which will send notification of such filing to the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I have mailed the foregoing document or paper via the United States Postal Service to the non-CM/ECF participants indicated on the attached Manual Notice List.

I certify under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on December 17, 2007.

s/ Thomas E. Egler THOMAS E. EGLER

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Telephone : 619/231-1058 619/231-7423 (fax) E-mail:tome @csgrr.com

-53- CM/ECF LIVE, Ver 3. 0 - U. S. District Court, Northern Illinois Page 1 of 2

Mailing Information for a Case 1:07-cv-03797

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The following are those who are currently on the list to receive e-mail notices for this case.

. James John Boland [email protected]

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Ramzi Abadou Coughlin Stoia Geller Rudman & Robbins LLP 655 West Broadway Suite 1900 San Diego, CA 92101

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