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Exhibit 8
EQUITY PURCHASE AND VOTING AGREEMENT
THIS EQUITY PURCHASE AND VOTING AGREEMENT (this "Agreement"), dated as
of November 15, 1999, between Infogrames Entertainment S.A., a societe anonyme
organized under the laws of France ("Parent"), California U.S. Holdings, Inc., a
wholly owned subsidiary of Parent ("Purchaser"), and each of the following:
General Atlantic Partners 16, L. P., a Delaware limited partnership, General
Atlantic Partners 19, L. P., a Delaware limited partnership, General Atlantic
Partners II, L. P., a Delaware limited partnership, General Atlantic Partners
54, L. P., a Delaware limited partnership, GAP Coinvestment Partners, L. P., a
New York limited partnership, and GAP Coinvestment Partners II, L. P., a
Delaware limited partnership (each "Stockholder" and collectively
"Stockholders").
W I T N E S S E T H:
WHEREAS, each Stockholder owns (both beneficially and of record) (i)
the number of shares of common stock, par value $.01 per share ("Common Stock"),
(ii) the number of shares of Series A Convertible Preferred Stock, par value
$.01 per share, ("Preferred Stock"), and (iii) warrants for the purchase of that
number of shares, and at the exercise price per share, of Common Stock
("Warrants"), of GT Interactive Software Corp., a Delaware corporation (the
"Company"), in each case as set forth opposite such Stockholder's name on
Schedule 1 hereto; and
WHEREAS, Parent intends Purchaser to buy from Stockholders, and
Stockholders intend to sell to Purchaser, the Warrants set forth on Schedule 1,
together with any Warrants of the Company hereafter acquired beneficially or of
record by any Stockholder (the "Subject Warrants"); and
WHEREAS, in connection herewith, and as a condition to the willingness
of the Company to approve the transactions described in this Agreement, Parent
and Purchaser are entering concurrently herewith into a Securities Purchase
Agreement with the Company, dated as of November 15, 1999 (the "Purchase
Agreement"), pursuant to which Purchaser has agreed to make a major capital
investment in the Company; and
WHEREAS, as a condition to the willingness of Parent to enter into the
Purchase Agreement, Parent has required that Stockholders agree, and in order to
induce Parent to enter into the Purchase Agreement, Stockholders have agreed,
among other things, (i) to exchange their respective holdings of Preferred Stock
and subordinated debt of the Company for convertible subordinated debt pursuant
to an Exchange Agreement of even date herewith between Stockholders and Company
(the "Exchange Agreement") and (ii) in accordance with the terms of this
Agreement, (a) to appoint Purchaser as Stockholder's proxy to vote the Voting
Shares (as defined herein) and (b), with respect to certain questions put to
stockholders of the Company for a vote, to vote the Voting Shares:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
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1. Purchase and Sale of Subject Warrants.
1.1 Purchase of Warrants. On the terms and subject to the
conditions set forth in this Agreement, Purchaser shall purchase from each
Stockholder, and each Stockholder shall sell and transfer to Purchaser, on the
Closing Date all of such Stockholder's Subject Warrants for the consideration
per underlying share of $0.00022, free and clear of all security interests,
liens, claims, pledges, options, rights of first refusal, agreements,
limitations on voting rights, charges and other encumbrances of any nature
whatsoever (collectively, "Liens") except for any Lien imposed by applicable
securities laws, the express terms of the Warrant Agreement (as defined in
Section 2.1 hereof) or the express terms of the Exchange Agreement.
1.2 Conditions to Closing. The obligations of the parties to
consummate the transactions contemplated by Section 1.1 hereof are subject to
the following conditions: (a) any waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act") applicable to the
purchase of the Subject Warrants shall have expired or been terminated and any
applicable foreign antitrust requirements shall have been satisfied, (b) there
shall be no preliminary or permanent injunction or other order by any court of
competent jurisdiction restricting, preventing or prohibiting the delivery of
the Subject Warrants and (c) the closings under the Purchase Agreement and the
Exchange Agreement shall have occurred at or prior to the Closing. Parent and
Stockholders each shall promptly after the date hereof make such filings and
provide such information as may be required under the HSR Act or any applicable
foreign antitrust laws with respect to the sale of the Subject Warrants.
1.3 Closing. Subject to the conditions contained in Section
1.2, the closing of the transactions contemplated by Section 1.1 hereof (the
"Closing") shall occur simultaneously with, and at the same location as, the
closing under the Purchase Agreement (the date of the Closing being the "Closing
Date"). Each Stockholder shall deliver to Purchaser at the Closing an instrument
or instruments evidencing such Stockholder's Subject Warrants, each such
instrument being duly endorsed in blank and accompanied by such other documents
as may reasonably be necessary in Purchaser's judgment to transfer record
ownership of such Subject Warrants into Purchaser's name on the warrant transfer
books of the Company.
1.4 Adjustments Upon Changes in Capitalization. In the event
of any change in the number of issued and outstanding shares of capital stock of
the Company by reason of any stock dividend, subdivision, merger,
recapitalization, combination, conversion or exchange of shares, or any other
change in the corporate or capital structure of the Company (including, without
limitation, the declaration or payment of a dividend of cash or securities or
the issuance of any securities not contemplated by the Purchase Agreement) which
would have the effect of diluting or otherwise adversely affecting Parent's or
Purchaser's rights and privileges or prospective rights and privileges under
this Agreement, the number and kind of the Subject Warrants and the
consideration payable in respect of the Subject Warrants shall be appropriately
and equitably adjusted to restore to Parent and Purchaser such respective rights
and privileges.
1.5 Preferred Stock Consent. Stockholder, in its capacity as
the holder of shares of Preferred Stock set forth in Schedule 1 hereto, hereby
consents to the Transactions (as defined in Section 5.1). Without limiting the
generality of the foregoing, Stockholder hereby waives any rights it may have as
a holder of shares of Preferred Stock to the following, as a result of the
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Transactions: (a) to receive dividends on the Preferred Stock; (b) to receive
the Liquidation Preference (as defined in Section 4(a) of the Certificate of
Designation (the "Certification of Designation") of Series A Convertible
Preferred Stock of the Company); and (c) to receive any notices pursuant to
Section 7(j) of the Certificate of Designation or otherwise; provided, however,
that such consent and waiver is conditioned upon the consummation of all of the
Transactions, including the transactions contemplated by the Exchange Agreement.
2. Representations and Warranties of Stockholders. Each Stockholder
hereby represents and warrants, severally with respect to itself/and not
jointly, to Parent and Purchaser the following as of the date hereof and the
Closing:
2.1 Title to the Subject Warrants, etc. Stockholder is the
owner (both beneficially and of record) of the Subject Warrants. Except for (a)
the Subject Warrants, (b) the shares of Common Stock and Preferred Stock set
forth on Schedule 1 hereto (together with any shares of Common Stock or
Preferred Stock hereafter acquired of record or beneficially by Stockholder, the
"Voting Shares") and (c) the securities to be purchased from the Company
pursuant to the Exchange Agreement, Stockholder is not the record or beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of, and does not have any other rights of any nature to acquire any
additional shares of, any capital stock of the Company. Except, (i) to the
extent resulting from the Exchange Agreement or (ii) for restrictions imposed by
applicable securities laws or the express terms of the Warrant Agreement, dated
as of June 29, 1999, among the Company and the holders named therein (the
"Warrant Agreement"), Stockholder owns all of its Subject Warrants and the
Voting Shares free and clear of all Liens and, except pursuant to the provisions
of this Agreement, Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to any of the Voting
Shares. Stockholder has sole power of disposition with respect to all of its
Subject Warrants and Voting Shares and has sole voting power of the Voting
Shares with respect to the matters set forth in Section 5 hereof. Upon the
purchase of the Subject Warrants pursuant to Section 1, Purchaser will receive
good and valid title to the Subject Warrants, free and clear of all Liens,
except for restrictions imposed by the applicable securities laws.
2.2 Authority Relative to This Agreement. Stockholder has all
necessary power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Stockholder and, assuming the due authorization, execution and delivery by
Parent and Purchaser, constitutes a legal, valid and binding obligation of
Stockholder, enforceable against Stockholder in accordance with its terms,
except that such enforceability (i) may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to the enforcement of
creditors' rights generally and (ii) is subject to general principles of equity.
2.3 Conflict. The execution and delivery of this Agreement by
Stockholder does not, and the performance of this Agreement by Stockholder will
not, (a) except for any filings required under the HSR Act and for requirements
of any applicable foreign antitrust laws or of U.S. federal and state securities
laws, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority of the United
States or any political subdivision thereof, (b) conflict with or violate the
organizational documents of the Stockholder, or (c) conflict with, violate or
result in any breach of or constitute a default under (or
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an event which with notice or lapse of time or both would become a default
under) any agreement, judgment, injunction, order, law, rule, regulation, decree
or arrangement to which Stockholder is a party or by which Stockholder is bound.
2.4 Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or on
behalf of Stockholder.
2.5 No Claims. Except as set forth on Schedule 2.5 hereto, as
of the date hereof neither the Company, any subsidiary of the Company, the
partnership between Reflections Interactive Limited and Xxxxxx Xxx Xxxxxxxxx
created under the Deed of Partnership dated December 4, 1998, as amended, nor
Oddworld Inhabitants, Inc. has any liabilities (absolute, accrued, contingent or
otherwise) to Stockholder or any affiliate thereof.
3. Representations and Warranties of Parent and Purchaser. Parent and
Purchaser hereby represent and warrant to Stockholder as follows:
3.1 Authority Relative to This Agreement. Each of Parent and
Purchaser has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by each of Parent and Purchaser and the consummation by each of Parent and
Purchaser of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of Parent and
Purchaser, respectively. This Agreement has been duly and validly executed and
delivered by each of Parent and Purchaser and, assuming the due authorization,
execution and delivery by Stockholder, constitutes a legal, valid and binding
obligation of each of Parent and Purchaser, enforceable against each of Parent
and Purchaser in accordance with its terms, except that such enforceability (i)
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to the enforcement of creditors' rights generally and (ii)
is subject to general principles of equity.
3.2 No Conflict. The execution and delivery of this Agreement
by Parent and Purchaser do not, and the performance of this Agreement by Parent
and Purchaser will not, (a) except for any filings required under the HSR Act
and for requirements of any applicable foreign antitrust laws or of federal and
state securities laws, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory authority,
domestic or foreign, (b) conflict with or violate the organizational documents
of Parent or Purchaser, (c) conflict with, violate or result in any breach of or
constitute a default under (or an event which with notice or lapse of time or
both would become a default under) any agreement, judgment, injunction, order,
law, rule, regulation, decree or arrangement applicable to Parent or Purchaser
or by which any property or asset of Parent or Purchaser is bound or affected,
other than, in the case of clause (c), any such conflicts, violations, breaches
or defaults that, individually or in the aggregate, would not materially impair
the ability of Parent or Purchaser to perform its obligations hereunder.
3.3 Brokers. Except for Lazard Freres & Co. LLC, whose fees
will be paid by Parent, no broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or
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commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of Parent or Purchaser.
4. Covenants of Stockholder.
4.1 No Disposition or Encumbrance of Subject Warrants or
Voting Shares. Each Stockholder hereby covenants and agrees that from the date
hereof until the delivery by the Company to Purchaser of the Shares (as defined
in the Purchase Agreement) (the "Purchase Agreement Closing"), except as
contemplated by this Agreement, Stockholder shall not, and shall not offer or
agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of,
or create or permit to exist any Lien with respect to the Subject Warrants or
Voting Shares.
4.2 No Solicitation of Transactions. Each Stockholder shall
not, nor (subject to Section 7.14) shall it permit any of its subsidiaries or
affiliates to, nor shall it authorize or permit any of its officers, directors
or employees or any investment banker, financial advisor, attorney, accountant,
agent or other representative retained by it or any of its subsidiaries or
affiliates to, directly or indirectly, from the date hereof until the Purchase
Agreement Closing, (a) solicit, initiate or knowingly encourage (including by
way of furnishing information) any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any Company Takeover
Proposal (as defined below); (b) participate in any discussions or negotiations
regarding any Company Takeover Proposal or (c) enter into any agreement,
understanding or arrangement with respect to the foregoing. For purposes of this
Agreement, the term "Company Takeover Proposal" means any bona fide proposal or
offer, whether in writing or otherwise, from any Person other than Parent,
Purchaser or any affiliates thereof (a "Third Party") to acquire beneficial
ownership (as defined under Rule 13-d of the Exchange Act) of all or a material
portion of the assets of the Company and the Company Subsidiaries taken as a
whole or more than fifty percent (50%) of any class of equity securities of the
Company pursuant to a merger, consolidation or other business combination, sale
of shares of capital stock, sale of assets, tender offer, exchange offer or
similar transaction with respect to either the Company or any of the Company
Subsidiaries, including any single or multi-step transaction or series of
related transactions, which is structured to permit such Third Party to acquire
beneficial ownership of any material portion of the assets of the Company and
its Subsidiaries taken as a whole or more than 50% of such equity interest in
the Company.
4.3 Compliance of Stockholder with this Agreement. Each
Stockholder shall take all actions and forbear from all actions, in each case,
necessary in order that (a) all of such Stockholder's representations and
warranties hereunder are true and correct and (b) such Stockholder fulfills all
of its obligations hereunder.
5. Voting Agreement; Proxy.
5.1 Voting Agreement. Subject to and without limiting the
effect of Section 5.2, each Stockholder hereby agrees that, from the date hereof
until the Purchase Agreement Closing, at any meeting of the stockholders of the
Company, however called, and in any action by written consent of the
stockholders of the Company, Stockholder shall, to the extent applicable, (a)
vote (or execute a consent in respect of) all of the Voting Shares in favor of
any of the transactions or other matters contemplated by the Transaction
Documents (as defined in the Purchase Agreement) (the
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"Transactions"); and (b) vote (or execute a consent in respect of) the Voting
Shares against any action or agreement that would reasonably be expected to
impede, interfere with, delay or attempt to discourage any of the Transactions,
including, but not limited to: (i) any extraordinary corporate transaction
(other than the Transactions), such as a merger, reorganization,
recapitalization or liquidation involving the Company or any of the Company
Subsidiaries (as defined in the Purchase Agreement) or any proposal made in
opposition to or in competition with the Transactions; (ii) a sale or transfer
of a material amount of assets of the Company or any of the Company
Subsidiaries; (iii) any change (other than the Transactions) in the management
or board of directors of the Company, except as otherwise agreed to in writing
by Parent; (iv) any material change (other than the Transactions) in the present
capitalization or dividend policy of the Company; or (v) any other material
change (other than the Transactions) in the corporate structure or business of
the Company or any of the Company Subsidiaries.
5.2 Irrevocable Proxy. Each Stockholder hereby appoints
Purchaser as the attorney and proxy of Stockholder, with full power of
substitution, to vote, and otherwise act (by written consent or otherwise) with
respect to all of the Voting Shares that such Stockholder is entitled to vote at
any meeting of stockholders of the Company (whether annual or special and
whether or not an adjourned or postponed meeting) or consent in lieu of any such
meeting or otherwise, on the matters and in the manner specified in Section 5.1.
THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND
IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW ("DGCL"). Each
Stockholder hereby revokes, effective upon the execution and delivery of the
Purchase Agreement by the parties thereto, all other proxies and powers of
attorney with respect to the Voting Shares to which this proxy and power of
attorney relates that such Stockholder may have heretofore appointed or granted,
and no subsequent proxy or power of attorney (except in furtherance of such
Stockholder's obligations under Section 5.1 hereof) shall be given or written
consent executed (and if given or executed, shall not be effective) by such
Stockholder with respect thereto so long as this Agreement remains in effect.
6. Termination. This Agreement (including any power of attorney and
proxy granted pursuant to Section 5.2 hereof or otherwise) shall terminate
automatically on the earlier of the Purchase Agreement Closing or the
termination of the Purchase Agreement in accordance with the terms and
conditions thereof; provided, however, that the provisions of Sections 4 and 5
shall terminate on September 30, 2000 if this Agreement shall not earlier have
terminated; and provided further, that if any Stockholder fails to comply with
Sections 1 or 5.1, the obligations of such Stockholder under Sections 4 and 5
shall not terminate until the third anniversary of the date of this Agreement.
Any termination of this Agreement, or any provision thereof, shall not relieve
any party hereunder of any liability for a breach of this Agreement.
7. Miscellaneous.
7.1 Expenses. All costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be paid by the party
incurring such expenses.
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7.2 Further Assurances. Each Stockholder, Parent and Purchaser
shall execute and deliver all such further documents and instruments and take
all such further action as may be reasonably necessary in order to consummate
the Transactions.
7.3 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
7.4 Entire Agreement. This Agreement constitutes the entire
agreement between Parent, Purchaser and Stockholder with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between Parent, Purchaser and Stockholder with respect to the
subject matter hereof.
7.5 Assignment. This Agreement shall not be assigned by
operation of law or otherwise, except that Parent or Purchaser may assign all or
any of its rights and obligations hereunder to any affiliate of Parent, provided
that no such assignment shall relieve Parent or Purchaser of its obligations
hereunder if such assignee does not perform such obligations.
7.6 Parties in Interest. This Agreement shall be binding upon,
inure solely to the benefit of, and be enforceable by, the parties hereto and
their successors and permitted assigns. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.
7.7 Amendment; Waiver. This Agreement may not be amended
except by an instrument in writing signed by all of the parties hereto. Any
party hereto may (a) extend the time for the performance of any obligation or
other act of any other party hereto, (b) waive any condition of its obligations
hereunder or inaccuracy in the representations and warranties of any other party
hereto contained herein or in any document delivered by any other party hereto
pursuant hereto and (c) waive compliance with any agreement by any other party
hereto contained herein. Any such extension or waiver shall be valid if set
forth in an instrument in writing signed by the party or parties to be bound
thereby.
7.8 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party.
7.9 Notices. Except as otherwise provided herein, all notices,
requests, claims, demands and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by cable, facsimile transmission, telegram or telex or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
7.9):
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if to Parent or Purchaser:
Infogrames Entertainment S.A.
00, xxx xx 0xx Xxxx 0000
Xxxxxxxxxxxx, 00000
Xxxxxx
Attention: Xxxxxx Xxxxxxxx
Telecopy: (000 00) 000 000000
Confirm: (000 00) 000 000000
and
Attention: Xxxxxxxx Xxxxxxx
Telecopy: (000 00) 000 000000
Confirm: (000 00) 000 000000
with a copy to:
Pillsbury Madison & Sutro LLP
X.X. Xxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Telecopy: 415-983-1200
Attention: Xxxxxxxxx X. Xxxxxxxx III
if to Stockholders:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
7.10 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed in Delaware without regard to any
principles of choice of law or conflicts of law of such State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in any state or federal court sitting in Delaware. Each of the
parties hereto (a) consents to submit such party to the personal jurisdiction of
any Federal court located in the State of
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Delaware or any Delaware state court in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (b) agrees that such
party will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, (c) agrees that such party will not
bring any action relating to this Agreement or the transactions contemplated
hereby in any court other than a Federal court sitting in the state of Delaware
or a Delaware state court and (d) waives any right to trial by jury with respect
to any claim or proceeding related to or arising out of this Agreement or any of
the transactions contemplated hereby.
7.11 Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
7.12 Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
7.13 Public Announcements. Stockholders will consult with
Parent and use reasonable efforts to agree upon the text of any press release,
before issuing any press release or otherwise making public statements with
respect to the Transactions and shall not issue any such press release or make
any such public statement without Parent's prior consent, which consent shall
not be unreasonably withheld, except as may be required by applicable law
(including requirements of stock exchanges and other similar regulatory bodies).
7.14 Stockholder Representatives. Each Stockholder signs
solely in its capacity as the beneficial owner of, or the general partner of a
partnership or the trustee of a trust which is the beneficial owner of, the
Subject Warrants and nothing contained herein shall limit or affect any actions
taken by any officer, director, partner, affiliate or representative of such
Stockholder who is or becomes an officer or a director of the Company in his or
her capacity as an officer or director of the Company and none of such actions
in such capacity shall be deemed to constitute a breach of this Agreement.
7.15 Legend. Each Stockholder shall promptly after the date
hereof cause to be affixed to all certificates representing the Subject Warrants
the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
AN EQUITY PURCHASE AND VOTING AGREEMENT DATED NOVEMBER 15, 1999, AMONG
INFOGRAMES ENTERTAINMENT S.A., CALIFORNIA U.S. HOLDINGS, INC. AND THE
STOCKHOLDERS NAMED THEREIN, WHICH, AMONG OTHER THINGS, RESTRICTS THE
TRANSFER AND VOTING THEREOF."
7.16 Stockholders Consent. The Stockholders hereby consent to
the amendment to the Company's Amended and Restated Certificate of Incorporation
to increase the total number of shares of all classes of stock which the Company
shall have the authority to issue to 305,000,000 and to increase the number of
shares designated Common Stock to 300,000,000 in the form attached as Exhibit J
to the Purchase Agreement.
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[EQUITY PURCHASE AND VOTING RIGHTS AGREEMENT]
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the date first written above.
INFOGRAMES ENTERTAINMENT S.A.
By
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CALIFORNIA U.S. HOLDINGS, INC.
By
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GENERAL ATLANTIC PARTNERS 16, L.P.
By: General Atlantic Partners, LLC,
its General Partner
By
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GENERAL ATLANTIC PARTNERS 19, L.P.
By: General Atlantic Partners, LLC,
its General Partner
By
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GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC,
its General Partner
By
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[EQUITY PURCHASE AND VOTING RIGHTS AGREEMENT]
GENERAL ATLANTIC PARTNERS 54, L.P.
By: General Atlantic Partners, LLC,
its General Partner
By
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GAP COINVESTMENT PARTNERS, L.P.
By
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GAP COINVESTMENT PARTNERS II, L.P.
By
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SCHEDULE 1
STOCKHOLDER COMMON STOCK PREFERRED STOCK(1) WARRANTS
----------- ------------ ------------------ --------
General Atlantic Partners II, L.P. 504, 000 -- --
General Atlantic Partners 16, L.P. 4,184,545 -- --
General Atlantic Partners 19, L.P. 2,092,273 -- --
GAP Coinvestment Partner, L.P. 647,707 -- --
General Atlantic Partners 54, L.P. -- 4,897,440 3,673,080
GAP Coinvestment Partners II, L.P. -- 1,102,560 826,920
--------- --------- ---------
TOTAL 7,428,525 6,000,000 2,000,000
------------
(1) Expressed in shares of Common Stock on an as-converted basis.
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SCHEDULE 2.5
The Company has the following liabilities to the Stockholders:
(i) to pay the expenses of the Stockholders incurred in connection
with the Transactions;
(ii) liabilities as set forth in the documentation of the
Subordinated Notes held by certain of the Stockholders;
(iii) liabilities as set forth in the Warrant and the Warrant
Agreement; and
(iv) liabilities as set forth in the Certificate of Designations of
the Preferred Stock.
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