ASAC II LP
c/o Northern Trust Private Equity Administration
Department 2008
000 Xxxxx Xxxxx Xxxxxx
Chicago, Illinois 60607
June 8, 2016
Activision Blizzard, Inc.
0000 Xxxxx Xxxx Xxxxxxxxx
Santa Monica, California 90405
Attention: Chief Legal Officer
Facsimile: (000) 000-0000
Dear Xxxxx:
Reference is made to that certain Stockholders Agreement, dated October 11, 2013, as amended on May 28, 2015 (the “Stockholders Agreement”), by and among Activision Blizzard, Inc., a Delaware corporation (the “Company”), ASAC II LP, an exempted limited partnership organized under the laws of the Cayman Islands (“Stockholder”), and, for the limited purposes set forth in Section 3.01(c) and Section 3.07, Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxx. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement.
On May 9, 2016, ASAC II LLC (“ASAC GP”), the general partner of Stockholder, delivered notice to the Company of a distribution of Shares by Stockholder to the limited partners on June 8, 2016. ASAC GP also informed the Company that Stockholder would retain the Shares allocable to ASAC GP. In order to preserve the flexibility to distribute the Shares that have been retained by Stockholder to ASAC GP, to the extent Stockholder distributes Shares to ASAC GP in the next 30 days, ASAC GP hereby agrees that it will be bound by the restrictions and obligations in Section 3.01(a), Section 3.02 and Section 3.03 applicable to Stockholder under the Stockholders Agreement with respect to such Shares. To the extent Stockholder distributes Shares to ASAC GP 31 days or later after the date hereof, ASAC GP agrees that, for a period of one year following the distribution to ASAC GP of Shares by Stockholder, ASAC GP and its Affiliates will not in any way act in coordination with, cooperate with or otherwise form a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any other Investor or any of their respective Affiliates.
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Sincerely,
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By:
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/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Manager
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By:
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/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Manager
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cc:
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Wachtell, Lipton, Xxxxx & Xxxx
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00 Xxxx 00xx Xxxxxx
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New York, NY 10019
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Attention:
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Xxxx X. Xxxxxxxx
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DongJu Song
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Facsimile:
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(000) 000-0000
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Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
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Four Times Square
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New York, New York 10036-6522
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Attention:
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Xxxxx X. Xxxxxx
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Xxxx X. Xxxxxxxx
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Facsimile:
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(000) 000-0000
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Xxxxxxxx & Xxxxxxxx LLP
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1888 Century Park East
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Los Angeles, CA 90067
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Attention:
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Xxxxxx X. Xxxxxxx
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Facsimile:
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(000) 000-0000
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