Activision Blizzard (ATVI)

Investor Agreement

        In connection with the consummation of the Combination, on July 9, 2008, we, Vivendi, VGAC and Vivendi Games entered into an investor agreement. The investor agreement contains various agreements among the parties regarding, among other things:

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Vivendi's and VGAC's agreement to vote their respective shares of our Common Stock in favor of (1) the nominees proposed for election as directors of Activision Blizzard by the Independent Nominating Committee, subject to certain limited exceptions, and (2) the nominees proposed for election as directors of Activision Blizzard by the Executive Nominating Committee, in each case, as long as such nominees are nominated in accordance with our Certificate of Incorporation and Bylaws (for more information, see "Corporate Governance Matters—Special Nominating Subcommittees" above);



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our agreement to reimburse Vivendi for stock-settled equity award expenses and to make payments in respect of the exercise of cash-settled equity awards, in each case as they relate to certain equity awards granted by Vivendi and its controlled affiliates to Vivendi Games' employees prior to consummation of the Combination;



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our agreement to provide Vivendi with our quarterly consolidated financial statements, to use reasonable best efforts to comply with Vivendi's consolidation and financial reporting process and to provide to Vivendi such financial and tax-related information with respect to us and our subsidiaries as is reasonably necessary in order for Vivendi to comply with certain reporting obligations and regulatory requirements;



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our grant of certain registration rights to Vivendi and its affiliates, including demand and piggyback registration rights and our agreement to indemnify certain parties for certain liabilities in connection with such registrations;



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Vivendi's and VGAC's agreements to provide us with at least five business days notice of their intention to enter into any agreement to consummate a "control block sale" (as such term is defined in the investor agreement) and to provide certain other information related thereto; and

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Vivendi's and VGAC's agreements to vote their respective shares of our Common Stock to ratify those actions taken by the Activision, Inc. stockholders at the 2007 annual meeting of Activision, Inc. stockholders.

For more information about the investor agreement, see our current report on Form 8-K filed with the SEC on July 15, 2008.

        In accordance with the investor agreement and the employment agreement between us and Jean-Francois Grollemund dated July 16, 2008, effective as of the consummation of the Combination we have agreed to reimburse, on a quarterly basis, Vivendi or any of its controlled affiliates for contributions made by Vivendi or any of its controlled affiliates to the French social security system in respect of the employment of Jean-Francois Grollemund (but in no event in excess of the maximum amount of the social security contributions required under applicable law). During the period from July 9, 2008 until December 31, 2008, we paid to Vivendi $33,588 for reimbursement of such social security contributions in accordance with the investor agreement.

Investor Agreement

        In connection with the consummation of the Combination, on July 9, 2008, the Company, Vivendi, VGAC and Vivendi Games entered into the Investor Agreement. The Investor Agreement contains various agreements among the parties regarding, among other things:

•

Vivendi's and VGAC's agreement to vote their respective shares Common Stock in favor of (a) the nominees proposed for election as directors of the Company by the Independent Nominating Committee, subject to certain limited exceptions, and (b) the nominees proposed for election as directors of the Company by the Executive Nominating Committee, in each case, as long as such nominees are nominated in accordance with the Certificate of Incorporation and the Bylaws;



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the reimbursement of Vivendi by the Company for stock-settled equity award expenses and the payment of cash-settled equity awards as they relate to equity awards granted by Vivendi and its controlled affiliates to certain of Vivendi Games' employees prior to consummation of the Combination;



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the Company's agreement to provide Vivendi with the Company's quarterly consolidated financial statements and to use reasonable best efforts to comply with Vivendi's consolidation and financial reporting process;



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the grant of certain registration rights to Vivendi and its affiliates, including demand and piggyback registration rights;



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Vivendi's and VGAC's agreements to provide the Company with at least five business days notice of their intention to enter into any agreement to consummate a "control block sale" (as such term is defined in the Investor Agreement) and to provide certain other information related thereto); and



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Vivendi's and VGAC's agreements to vote their respective shares of Common Stock to ratify those actions taken by the Activision stockholders at the 2007 annual meeting of Activision stockholders.

        For more information about the Investor Agreement, see the Company's Current Report on Form 8-K filed with the SEC on July 15, 2008.

INVESTOR AGREEMENT

THIS INVESTOR AGREEMENT, dated as of July 9, 2008 (this “Agreement”), is between VIVENDI S.A., a societe anonyme organized under the laws of France (“Vivendi”), VGAC LLC, a Delaware limited liability company (“VGAC LLC”; and together with Vivendi, the “Vivendi Stockholders”), VIVENDI GAMES, INC., a Delaware corporation and wholly owned subsidiary of VGAC LLC (“Games”), and ACTIVISION BLIZZARD, INC. a Delaware corporation (the “Company”).

Investor Agreement

In connection with the closing of the Transactions, on July 9, 2008, the Company entered into an Investor Agreement (the “Investor Agreement”) with Vivendi, VGAC and Vivendi Games. The Investor Agreement contains various agreements among the parties regarding, among other things:

·                  Vivendi’s and VGAC’s agreement to vote their respective shares of the Company’s common stock in favor of (a) the nominees proposed for election as directors of the Company by the independent nominating committee, subject to certain limited exceptions, and (b) the nominees proposed for election as directors of the Company by the executive nominating committee, in each case, so long as such nominees are nominated in accordance with the Company’s amended and restated certificate of incorporation and amended and restated bylaws;

·                  the reimbursement of Vivendi by the Company for stock-settled equity award expenses and the payment of cash-settled equity awards as they relate to equity awards granted by Vivendi and its controlled affiliates to certain of Vivendi Games’ employees prior to the closing date of the Transactions;

·                  the Company’s agreement to provide Vivendi with its quarterly consolidated financial statements and to use its reasonable best efforts to comply with Vivendi’s consolidation and financial reporting process;

·                  the grant of certain registration rights to Vivendi and its affiliates, including demand and piggyback registration rights;

·                  Vivendi’s and VGAC’s agreements to provide the Company with at least five business days, notice of its intention to enter into any agreement to consummate a “control block sale” (as such term is defined in the Investor Agreement) and to provide certain other information related thereto; and

·                  Vivendi’s and VGAC’s agreements to vote their respective shares of the Company’s common stock to ratify those actions taken by the Activision stockholders at the 2007 annual meeting of Activision stockholders.