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Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)The following documents are filed as part of this Report:
(i)Financial Statements. See Index to Financial Statements on page 66 of this Report.
(ii)Financial Statement Schedule. See Note 21 to the Consolidated Financial Statements.
(iii)Index to Exhibits:
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
2.1Share Sale and Purchase Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc., Take-Two Invest Espana, S.L., Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l. †8-K2/3/20172.1
3.1Restated Certificate of Incorporation10-K2/12/20043.1
3.1.1Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 199810-K2/12/20043.1.2
3.1.2Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 200310-K2/12/20043.1.3
3.1.3Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 2009.8-K4/23/20093.1
3.1.4Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 20128-K9/24/20123.1
3.2Certificate of Designation of Series A Preferred Stock, dated March 11, 199810-K2/12/20043.1.1
3.3Certificate of Designation of Series B Preferred Stock, dated March 26, 20088-A12B3/26/20084.2
3.4Amended and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of December 2, 2014.8-K12/5/20143.1
4.1Indenture, dated as of June 18, 2013, by and between the Company and The Bank of New York Mellon, as Trustee, relating to 1.00% Convertible Notes8-K6/18/20134.1
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
4.2Supplemental Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee, to Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee8-K6/18/20134.2
4.3Form of 1.00% Convertible Note (included in Exhibit 4.4)8-K6/18/20134.2
10.1Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+8-K3/7/200810.1
10.2Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 21, 2016+14A7/28/2016Annex A
10.3Form of Employee Restricted Stock Agreement+10-Q6/5/200910.2
10.4Form of Non-Employee Director Restricted Stock Agreement+10-Q6/5/200910.3
10.5Form of Employee Restricted Unit Agreement+10-Q8/1/201210.1
10.6Form of Employee Restricted Unit Agreement+10-Q10/30/201310.1
10.7Form of Employee Restricted Unit Agreement+10-Q10/30/201310.2
10.8Form of Employee Restricted Unit Agreement+10-Q10/30/201310.3
10.9Form of Employee Restricted Unit Agreement+10-Q10/30/201310.4
10.10Form of Employee Restricted Unit Agreement+10-Q10/30/201310.5
10.11Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+8-K5/14/201010.1
10.12First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+8-K10/25/201010.1
10.13Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+10-Q10/31/201210.6
10.14Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+8-K2/15/200810.3
10.15Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+10-Q2/6/201510.1
10.16Management Agreement, dated as of May 20, 2011, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+8-K5/24/201110.1
10.17Amendment to Non-Qualified Stock Option Agreement with ZelnickMedia Corporation, dated as of November 18, 2013+8-K11/18/201310.1
10.18Amendment to the Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of December 2, 2014+10-Q2/6/201510.2
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.19Amendment to the Performance Based Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of December 2, 2014+10-Q2/6/201510.3
10.20Second Amendment to the Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of April 24, 2015+S-3ASR5/20/201510.5
10.21Second Amendment to the Performance Based Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of April 24, 2015+S-3ASR5/20/201510.6
10.22Management Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia Corporation+8-K3/10/201410.1
10.23Restricted Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia Corporation+S-3ASR5/20/201510.2
10.24Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of June 30, 2015+10-Q8/10/201510.1
10.25Amendment to the Restricted Stock Unit Agreement, dated as of March 31, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+10-K5/19/201610.50
10.26Restricted Unit Agreement, dated as of May 20, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3ASR5/20/201610.2
10.27Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of February 7, 2017+10-Q2/8/201710.3
10.28Security Agreement dated as of July 3, 2007, made by each of the Grantors listed on the signature pages thereof and Wells Fargo Foothill, Inc. in its capacity as administrative agent for the Lender Group and the Bank Product Providers8-K7/9/200710.2
10.29Supplement to Security Agreement dated as of November 16, 2007, made by each of the grantors listed on the signature pages thereof and Wells Fargo Foothill, Inc. in its capacity as administrative agent for the Lender Group and the Bank Product Providers8-K11/20/200799.2
10.30Second Amended and Restated Credit Agreement, dated as of October 17, 2011, by and among the Company, each of its Subsidiaries identified on the signature pages thereto as Borrowers, each of its Subsidiaries identified on the signature pages thereto as Guarantors, the lender parties thereto, and Wells Fargo Capital Finance, Inc., as administrative agent8-K10/17/201110.1
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.31First Amendment to Second Amended and Restated Credit Agreement, dated June 12, 201310-K5/14/201410.27
10.32Second Amendment to Second Amended and Restated Credit Agreement, dated April 28, 201410-K5/14/201410.28
10.33Third Amendment to Second Amended and Restated Credit Agreement, dated August 18, 20148-K8/21/201410.1
10.34Fourth Amendment to Second Amended and Restated Credit Agreement, May 21, 201510-K5/19/201610.45
10.35Fifth Amendment to Second Amended and Restated Credit Agreement, dated February 11, 20168-K2/12/201610.1
10.36Sixth Amendment to Second Amended and Restated Credit Agreement, dated April 8, 201610-Q8/5/201610.1
10.37Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company*10-Q11/8/201110.3
10.38Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company*10-Q6/5/200910.1
10.39Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP*10-Q2/3/201210.1
10.40Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP*10-Q2/6/201310.2
10.41Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP.*10-Q2/4/201410.2
10.42Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company*10-Q10/30/201410.1
10.43Xbox One Publisher License Agreement dated October 31, 2013, between Microsoft Licensing, GP and the Company*10-Q2/4/201410.1
10.44Amendment to the Xbox One Publisher License Agreement, dated May 7, 2014, between Microsoft Licensing, GP and the Company*10-Q8/6/201410.1
10.45Amendment to the Xbox One Publisher License Agreement, dated January 30, 2015, between Microsoft Corporation and the Company*10-K5/19/201610.48
10.46Amendment No. 3 to the Xbox One Publisher License Agreement, dated August 13, 2015, between Microsoft Corporation and the Company*10-K5/19/201610.49
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.47Amendment No. 4 to the Xbox One Publisher License Agreement, dated December 15, 2016, between Microsoft Corporation and the Company**10-Q/A5/23/201710.2
10.48PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.**X
10.49Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 200210-Q9/16/200210.2
10.50Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc.10-K5/23/201210.45
10.51Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc.10-K5/14/201410.39
10.52Eighth Lease Modification Agreement, dated as of January 6, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc.10-K5/19/201610.47
10.53Ninth Lease Modification Agreement, dated as of December 15, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc.10-Q2/4/201610.1
10.54Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 1003610-Q2/8/201710.1
10.55Registration Rights Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc, Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l.8-K2/3/201710.1
Importance by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
21.1Subsidiaries of the CompanyX
23.1Consent of Ernst & Young LLPX
31.1Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101.INSXBRL Instance Document.X
101.SCHXBRL Taxonomy Extension Schema Document.X
101.CALXBRL Taxonomy Calculation Linkbase Document.X
101.LABXBRL Taxonomy Label Linkbase Document.X
101.PREXBRL Taxonomy Presentation Linkbase Document.X
101.DEFXBRL Taxonomy Extension Definition Document.X

†Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.

+ Represents a management contract or compensatory plan or arrangement.

*Portions thereof were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment that was granted in accordance with Exchange Act Rule 24b-2.
**Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Exchange Act Rule 24b-2.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2017 and 2016, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended March 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2017, 2016 and 2015, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2017, 2016 and 2015; and (vi) Notes to the Consolidated Financial Statements.

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