Activision Blizzard (ATVI)

Item 3.02               Unregistered Sales of Equity Securities

The information regarding the issuance and sale of shares of Company Common Stock set forth in Item 1.01 above under the heading “Business Combination Agreement – Merger and Share Purchase” is incorporated herein by reference.  The shares of Company Common Stock to be issued and sold to Vivendi upon the consummation of the Combination Transactions will be offered and sold in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended. The basis for relying on this exemption is that the Combination Transactions were privately negotiated transactions with one accredited investor that did not involve a general solicitation.

Item 3.02               Unregistered Sales of Equity Securities

The information regarding the issuance and sale of shares of Company Common Stock set forth in Item 1.01 above under the heading “Business Combination Agreement – Merger and Share Purchase” is incorporated herein by reference.  The shares of Company Common Stock to be issued and sold to Vivendi upon the consummation of the Combination Transactions will be offered and sold in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended. The basis for relying on this exemption is that the Combination Transactions were privately negotiated transactions with one accredited investor that did not involve a general solicitation.