1 Exhibit 16 SECOND AMENDED AND RESTATED PLEDGE AGREEMENT THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, restated, supplemented, or otherwise modified, this "Pledge Agreement"), dated as of November 15, 1999, is made by GT Interactive...Pledge Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • New York
DISTRIBUTION AGREEMENT BETWEEN INFOGRAMES ENTERTAINMENT S.A. AND GT INTERACTIVE SOFTWARE CORP.Distribution Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software
1- 2 such purpose. Payment by Cashless Exercise shall be made by the surrender of a Warrant or Warrants represented by one or more Warrant Certificates and without payment of the Exercise Price in cash, in exchange for the issuance of such number of...Warrant Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software
1 Exhibit 14 SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified, this "Agreement"), dated as of November 15, 1999, by and among GT Interactive...Security Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • New York
1 Exhibit 11B NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE 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,...Note Purchase Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • Delaware
andSecurities Purchase Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • Delaware
1 EXHIBIT 2 JOINT FILING AGREEMENT Each of Infogrames Entertainment S.A., a corporation organized under the laws of France, and California U.S. Holdings, Inc. a California corporation (collectively, the "Filing Persons"), hereby agrees to file jointly...Joint Filing Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software
1 Exhibit 12 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 15, 1999, by and among GT INTERACTIVE SOFTWARE CORP., a Delaware corporation (the "Company"), and CALIFORNIA U.S....Registration Rights Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • New York
1 Exhibit 6 CONVERTIBLE SUBORDINATED NOTEInfogrames Entertainment Sa • December 14th, 1999 • Services-prepackaged software • New York
ARTICLE 1 DEFINITIONSSecurities Exchange Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • New York
1 Exhibit 13 RIGHT OF FIRST OFFER AGREEMENT THIS RIGHT OF FIRST OFFER AGREEMENT (this "Agreement") is made and entered into as of this 15th day of November, 1999, by and among the financial institutions identified on the signature pages hereto (the...Right of First Offer Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • New York
NOTEInfogrames Entertainment Sa • December 14th, 1999 • Services-prepackaged software
2- 3 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...Equity Purchase and Voting Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • Delaware
1- 2 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 Hart-Scott-Rodino Antitrust Improvements Act of...Equity Purchase and Voting Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • Delaware
1 Exhibit 15 AMENDED AND RESTATED UNCONDITIONAL SUBSIDIARY GUARANTY AGREEMENT THIS AMENDED AND RESTATED UNCONDITIONAL SUBSIDIARY GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this "Guaranty"), dated as of November 15,...Unconditional Subsidiary Guaranty Agreement • December 14th, 1999 • Infogrames Entertainment Sa • Services-prepackaged software • New York
