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 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
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]
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: ________________________
Name:
Title:
XXXXXXX ASSET MANAGEMENT CORP.
By: ________________________
Name:
Title:
