Activision Blizzard (ATVI)

Voting and Lock-Up Agreements

        On December 1, 2007, in connection with entering into the Business Combination Agreement, we and Vivendi entered into voting and lock-up agreements with Mr. Kotick, our Chief Executive Officer, and Mr. Kelly, the Co-Chairman of our Board. Among other things, these agreements governed the voting of Messrs. Kotick and Kelly on the Combination and restricted transfers by each of more than a third of his Activision, Inc. shares and other Activision, Inc. equity securities until 120 days after the consummation of the Combination. These agreements also provide Messrs. Kotick and Kelly with certain registration rights which were effective as of the consummation of the Combination, including the right to require us to file a registration statement with the SEC relating to the sale of their securities and the right to participate in any proposed registered public offering of our securities.

Voting and Lock-Up Agreements

        On December 1, 2007, in connection with entering into the Business Combination Agreement, Vivendi and the Company entered into voting and lock-up agreements with Mr. Kotick, the Company's Chief Executive Officer, and Mr. Kelly, the Co-Chairman of the Board. These agreements restrict the ability of each of Messrs. Kotick and Kelly to transfer more than one-third of his shares of Common Stock and other equity securities for a period of 120 days after the consummation of the Combination. These agreements also provide certain registration rights for Messrs. Kotick and Kelly. After expiration of the 120-day lock-up period, each of Messrs. Kotick and Kelly will have the right to require the Company to file a registration statement with the SEC relating to the sale of their securities. In addition, Messrs. Kotick and Kelly will be entitled to participate in any proposed registered public offering of the Company's securities. For more information, see the section "Certain Agreements Related to the Transaction—Voting and Lock-Up Agreements" in the Company's Proxy Statement filed with the SEC on June 6, 2008.

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