Common use of Amendment of Warrant Agreement Clause in Contracts

Amendment of Warrant Agreement. The Company and the Stockholders agree that the Warrant Agreement dated as of June 29, 1999 (the "Warrant Agreement") among the Company and the holders named therein shall be amended as follows: (a) Section 4.3 of the Warrant Agreement shall be amended by adding the following sentence to the end of the first paragraph of such Section 4.3: Notwithstanding any other provision of this Section 4.3, to the extent any adjustment would arise pursuant to this Section 4.3 as a result of consummation of the transactions contemplated by the Securities Purchase Agreement dated as of November 15, 1999 by and among the Company, Infogrames Entertainment S.A. and California U.S. Holdings, Inc., the number of additional shares of Common Stock purchasable upon exercise of any Warrant due to such adjustment shall be equal to the product of 1.6610 and the increase in the number of shares of Common Stock purchasable upon exercise of the Warrants held by the Administrative Agent and the Lenders issued pursuant to the Warrant Agreement dated June 29, 1999 among the Company, the Administrative Agent and the Lenders. (b) The third sentence of Section 4.4 of the Warrant Agreement shall be deleted in its entirety and substituting therefor the following: Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of Common Stock of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable, (c) the exercise of the Warrants, the exercise of any other warrants issued by the Company prior to the date of this Agreement or the exercise of any warrants issued in connection with the Second Amendment, (d) a private placement of Common Stock of the Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such private placement, (e) the exercise of rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 4.4, and (f) to the extent any adjustment would arise pursuant to this Section 4.4 as a result of consummation of the transactions contemplated by the Securities Purchase Agreement dated as of November 15, 1999 by and among the Company, Infogrames Entertainment S.A. and California U.S. Holdings, Inc., the number of additional shares of Common Stock purchasable upon exercise of any Warrant due to such adjustment shall be equal to the product of 1.6610 and the increase in the number of shares of Common Stock purchasable upon exercise of the Warrants held by the Administrative Agent and the Lenders issued pursuant to the Warrant Agreement dated June 29, 1999 among the Company, the Administrative Agent and the Lenders. (c) Except as expressly amended pursuant to this Agreement, the Warrant Agreement is and shall continue to be in full force and effect in accordance with its terms.

Amendment of Warrant Agreement. The Company and the Stockholders agree that the Warrant Agreement dated as of June 29, 1999 (the "Warrant Agreement") among the Company and the holders named therein shall be amended as follows: (a) Section 4.3 of the Warrant Agreement shall be amended by adding the following sentence to the end of the first paragraph of such Section 4.3: Notwithstanding any other provision of this Section 4.3, to the extent any adjustment would arise pursuant to this Section 4.3 as a result of consummation of the transactions contemplated by the Securities Purchase Agreement dated as of November 15, 1999 by and among the Company, Infogrames Entertainment S.A. and California U.S. Holdings, Inc., the number of additional shares of Common Stock purchasable upon exercise of any Warrant due to such adjustment shall be equal to the product of 1.6610 and the increase in the number of shares of Common Stock purchasable upon exercise of the Warrants held by the Administrative Agent and the Lenders issued pursuant to the Warrant Agreement dated June 29, 1999 among the Company, the Administrative Agent and the Lenders. (b) The third sentence of Section 4.4 of the Warrant Agreement shall be deleted in its entirety and substituting therefor the following: Notwithstanding any other provision of this Section 4.4, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 4.4 as a result of the issuance or sale of Common Stock in connection with: (a) a bona fide firm commitment underwritten public offering of Common Stock of the Company, (b) a transaction to which Section 4.1, 4.2 or 4.3 is applicable, (c) the exercise of the Warrants, the exercise of any other warrants issued by the Company prior to the date of this Agreement or the exercise of any warrants issued in connection with the Second Amendment, (d) a private placement of Common Stock of the Company sold for a cash purchase price not more than 10% below the Current Market Value of the Common Stock so sold in such private placement, (e) the exercise of rights or options issued to the Company's employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 4.4, and (f) to the extent any adjustment would arise pursuant to this Section 4.4 as a result of consummation of the transactions contemplated by the Securities Purchase Agreement dated as of November 15, 1999 by and among the Company, Infogrames Entertainment S.A. and California U.S. Holdings, Inc., the number of additional shares of Common Stock purchasable upon exercise of any Warrant due to such adjustment shall be equal to the product of 1.6610 and the increase in the number of shares of Common Stock purchasable upon exercise of the Warrants held by the Administrative Agent and the Lenders issued pursuant to the Warrant Agreement dated June 29, 1999 among the Company, the Administrative Agent and the Lenders. (c) Except as expressly amended pursuant to this Agreement, the Warrant Agreement is and shall continue to be in full force and effect in accordance with its terms.the