Activision Blizzard (ATVI)

Corporate Opportunities

        Our Certificate of Incorporation provides that, in the event that Vivendi acquires knowledge of a potential corporate opportunity for both Activision Blizzard and Vivendi, Vivendi will have no duty to communicate or offer the corporate opportunity to us; provided, however, that if such corporate opportunity is offered to an officer or director of Activision Blizzard who is also an officer, director or employee of Vivendi, expressly in such person's capacity as a director or officer of Activision Blizzard, then such corporate opportunity shall not be pursued by Vivendi.

        Subject to the foregoing, to the fullest extent permitted by law, (1) Vivendi shall not be liable to us or our stockholders for breach of any fiduciary duty as a stockholder of Activision Blizzard by reason of the fact that Vivendi acquires or seeks the corporate opportunity for itself, directs the corporate opportunity to another person or entity, or otherwise does not communicate information regarding the corporate opportunity to us, and (2) a director or officer of ours who is also a director, officer or employee of Vivendi who acts in a manner consistent with these standards will have satisfied and fulfilled his or her fiduciary duty to us and our stockholders with respect to the corporate opportunity.

        The provisions of our Certificate of Incorporation described above under the headings "—Business Activities" and "—Corporate Opportunities" expire on the date that Vivendi and its controlled affiliates cease to beneficially own at least 10% of the outstanding shares of our Common Stock and no person who is a director or officer of Activision Blizzard is also a director or officer of Vivendi.

Corporate Opportunities

        Neither Vivendi nor any of its controlled affiliates may engage, directly or indirectly, in any "competing business," as defined in the Certificate of Incorporation. However, the businesses conducted by Vivendi and its controlled affiliates as of the consummation of the Combination are not considered to be competing businesses.

        In the event that Vivendi acquires knowledge of a potential corporate opportunity for both Vivendi and the Company, Vivendi will have no duty to communicate or offer the corporate opportunity to the Company. In addition, Vivendi will not be liable to the Company or its stockholders for breach of any fiduciary duty as a stockholder of the Company by reason of the fact that Vivendi acquires or seeks the corporate opportunity for itself, directs the corporate opportunity to another person or entity, or otherwise does not communicate information regarding the corporate opportunity to the Company.