CONFIDENTIAL
AGREEMENT
Agreement (this "Agreement") dated January 4, 2008 between XXXX Partners LLC, a
Delaware limited liability company ("XXXX", "we" or "us") on behalf of funds and
accounts under its management and control and Xxxxxxx Asset Management Corp., a
Delaware corporation ("Xxxxxxx"), relating to investments in and activities
related to CNET Networks, Inc. ("CNET").
DESIGNATED
INVESTMENTS: For investments in CNET ("Designated Investments") made by
funds, accounts or other affiliated entities managed by
Xxxxxxx or its affiliates (each a "Xxxxxxx Fund" and
collectively the "Xxxxxxx Funds") during the term of this
agreement Xxxxxxx agrees to hold such investment (excluding
the exercise of options to promptly purchase longer-dated
options or any other closing out of a derivative position
followed by the prompt creation of another investment
position) until the earlier of (i) the disposition of all or
a portion of the consolidated Designated Investment by
funds, accounts or other affiliated entities managed by XXXX
or its affiliates (each a "XXXX Fund" and collectively the
"XXXX Funds"), other than pursuant to the Option Agreement
(the "Option Agreement") between XXXX and Velocity
Interactive Management ("Velocity") dated December 23, 2007
(provided that if the applicable XXXX Fund or XXXX Funds
dispose of less than all of such Designated Investment,
other than pursuant to the Option Agreement, the Xxxxxxx
Funds may sell pro rata together with the parties to the
Amended and Restated Agreement, as defined below, and XXXX
will provide Xxxxxxx with reasonable advance notice so that
they may do so), (ii) the commencement of CNET's next annual
meeting of shareholders and (iii) the date that XXXX
notifies any Xxxxxxx or publicly announces that it has
ceased to pursue or continue the making of any proposals to
CNET regarding the conduct of its business or related
matters or the conduct of any proxy contest involving CNET,
in each case following the commencement of such efforts if
so commenced, provided that Xxxxxxx may continue to hold
such investment beyond such period.
With respect to any such investments, Xxxxxxx will consult
with XXXX and provide necessary information so that we may
comply with any applicable disclosure or other obligations
which may result from such investment. XXXX shall prepare
and complete any required disclosures including all
regulatory filings related thereto or may request that
Xxxxxxx prepare and complete such disclosures separately.
Xxxxxxx agrees that no Xxxxxxx Fund will invest in any
security or option or derivative related to such security
following such consultation if XXXX so requests, provided
that such request is reasonably based upon applicable
regulatory considerations, disclosures or restrictions.
COMMUNICATIONS: All public statements, regulatory filings or communications,
contacts with management and related activity including the
conduct of any proxy contest with respect to CNET will be
made and conducted by XXXX following reasonable consultation
with Xxxxxxx and the parties to the Amended and Restated
Agreement, as defined below, other than XXXX. XXXX will seek
Xxxxxxx'x input with respect to all such matters.
Notwithstanding anything
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herein to the contrary, the consultation and input
provisions of this paragraph shall only be applicable to
Xxxxxxx should it purchase CNET shares.
EXPENSES: Except as otherwise provided herein, each party shall be
responsible for paying all of its own costs and expenses
incurred in connection with the transactions contemplated by
this agreement. Notwithstanding the foregoing, Xxxxxxx shall
reimburse the parties to the Amended and Restated Agreement
dated December 23, 2007 among XXXX, CT-100 Holdings, LLC,
("CT-100") an entity formed and controlled by Spark Capital,
L.P. and its affiliates ("Spark"), Alex Interactive Media,
LLC ("AIM"), Xxxx Xxxxx ("Xxxxx") and Velocity Interactive
Management, LLC ("Velocity") (the "Amended and Restated
Agreement"), for (i) the portion of the Profit Participation
(as defined in the Amended and Restated Agreement) paid by
certain parties under the Amended and Restated Agreement
which is equal to (x) the percentage of CNET stock or other
derivative securities held by the Xxxxxxx Funds out of the
total amount held by the Xxxxxxx Funds and the parties to
the Amended and Restated Agreement (calculated using the
greatest number of shares or derivative securities held by
Xxxxxxx and each party during the term of the Amended and
Restated Agreement, as applicable) multiplied by (y) the
Profit Participation and (ii) the portion of all reasonable
out-of-pocket third party expenses related to any proxy
contest with respect to CNET (including, without limitation,
filing fees, proxy advisory and printing expenses) and any
related litigation paid by certain parties under the Amended
and Restated Agreement (the "Proxy Expenses") which is equal
to (x) the percentage of CNET stock or other derivative
securities held by the Xxxxxxx Funds out of the total amount
held by the Xxxxxxx Funds and the parties to the Amended and
Restated Agreement (calculated using the greatest number of
shares or derivative securities held by Xxxxxxx and each
party during the term of the Amended and Restated Agreement,
as applicable) multiplied by (y) the Proxy Expenses.
NOTICES: Notices to XXXX shall be delivered to XXXX Partners LLC, 000
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attn:
General Counsel. Notices to Sandell will be delivered to
Xxxxxxx Asset Management Corp., 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, XX 00000, Attn: General Counsel.
MISCELLANEOUS: This agreement may be amended only by an agreement in
writing signed by the parties. The agreement contains the
entire agreement between the parties with respect to the
subject matter of this agreement and supersedes all prior
agreements and understandings, oral or written, between the
parties with respect to the subject matter of this
agreement. The provisions of this section will survive
termination of this agreement. This agreement may be
executed in counterparts, each of which shall constitute an
original.
The parties each hereby irrevocably consent to the
jurisdiction of the courts of the State of New York for all
purposes in connection with any action or proceeding which
arises out of or relates to this agreement and agree that
any action instituted under this agreement shall be brought
only in the state courts of the State of New York. This
agreement shall be governed by and its
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provisions construed in accordance with the laws of the
State of New York, as applied to contracts between New York
residents entered into and to be performed entirely within
New York.
Nothing in this agreement shall be construed as creating a
joint venture, partnership or agency relationship or taxable
entity between or among the parties hereto.
FURTHER ASSURANCES: Each party shall, and shall cause their respective
affiliates to, at the reasonable request of another party,
cooperate with such party by furnishing additional
information, executing and delivering additional documents
and instruments and undertaking such additional actions as
may be reasonably requested by such other parties or its
counsel to consummate the transactions contemplated by this
agreement, including executing any documents required to be
filed by the parties hereto pursuant to any applicable
securities laws.
TERM: Except as otherwise provided herein with respect to
particular provisions, this agreement shall survive until
the earlier of (i) the disposition of all or a portion of
the consolidated Designated Investment by the applicable
XXXX Fund or XXXX Funds, (ii) three months following CNET's
next annual meeting of shareholders and (iii) the date that
XXXX notifies any other party or publicly announces that it
has ceased to pursue or continue the making of any proposals
to CNET regarding the conduct of its business or related
matters or the conduct of any proxy contest involving CNET,
in each case following the commencement of such efforts if
so commenced.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized officer of each party hereto as of the date first above written.
XXXX PARTNERS LLC
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: Managing Partner
XXXXXXX ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
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