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ASSET PURCHASE AGREEMENT




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ASSET PURCHASE AGREEMENT
 Agreement Execution Date Holdings société anonyme Entertainment
Limited Purchasers Atari Infogrames société
anonyme Company Sellers Seller Parties
       
  1




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Acquired Assets Section 2.1(a)
 Acquired Contracts Section 3.6
 Acquired Future Revenues Section 5.1(e) and Section 5.1(f) Section 2.1(a)(i)
and (ii)
 Acquisition Proposal
 Affiliate
 Assumed Liabilities Section 2.2(a)
 Bill of Sale Section 2.9(a)(i)
 Business Day
 2




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Closing Date Section 2.9(a)
 Companys Business
 Consents
 Contemplated Transactions
 Contracts
 Copyrights Section 3.8(a)
 Driver Games and Franchise Game Games
 Escrow Agreement Escrow Agent Section 2.9(a)(iii)
 Execution Date
 GAAP
 3




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Gold Masters
 Governmental Body
 Insurance Section 2.1(b)(vii)
 Intellectual Property Rights
 Internet Domain Names Section
3.8(a)
 Inventory
 Later Assumed Liabilities Section
2.2(b)
 Leased Equipment Section 5.9
 Legal Requirement
 Licensed Software
 4




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Lien
 Material Adverse Effect Material Adverse Change
 Owned Software
 Order
 Person société anonyme
 Personal Property Leases Section
2.2(a)(ii)
 Proceeding
 Related Agreements
 Retained Accounts Receivable Section
2.1(b)(iv)
 Retained Assets Section 2.1(b)
 Retained Books and Records Section
2.1(b)(viii)
 Retained Cash Section 2.1(b)(v)
 Retained Contracts Section 2.1(b)(iii)
 5




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Retained Intellectual Property Rights Section 2.1(b)(ii)
 Retained Inventory Liabilities Section
2.2(c)
 Retained Liabilities Section 2.2(c)
 Retained Tangible Personal Property Section 2.1(b)(i)
 Software
 Source Code
 Tangible Personal Property
 Tax Taxes
 Tax Return
 6




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Tools, Technology and Engines
 Trademarks and Service Marks Section 3.8(a)
 TUPE
 
 Acquired Assets and Retained Assets
 Closing Acquired Assets
 (i)
    
    Driver Games and Franchise Assets:
Intellectual Property Rights, Software, Tangible Personal Property,
Acquired Contracts, Acquired Future Revenues and Other Assets. The
Intellectual Property Rights (including, without limitation, Source
Code and Tools, Technology and Engines), Software (including, without
limitation, Source Code and Tools, Technology and Engines), Tangible
Personal Property, Acquired Contracts, Acquired Future Revenues and
other assets, related to the Driver Games and Franchise, which are
generally and specifically set forth in Section 2.1(a)(i) of
the Disclosure Schedule. The Acquired Contracts shall include the
Contracts relating to the Driver Games and Franchise
which are part of the Acquired Assets and shall be set forth in
Section 2.1(a)(i) of the Disclosure Schedule, and in
Section 3.6 of the Disclosure Schedule;(ii)
    
    Companys Business, Excluding the Driver
Games and Franchise: Intellectual Property Rights, Software, Tangible
Personal Property,
 7




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Acquired Contracts, Acquired Future Revenues and
Other Assets. The specific Intellectual Property Rights, Software,
Tangible Personal Property, Acquired Contracts, Acquired Future
Revenues and other assets, related to the Companys Business, in
addition to the Driver Games and Franchise, which are generally and
specifically set forth in Section 2.1(a)(ii) of the Disclosure
Schedule. The Acquired Contracts shall include the Contracts relating
to aspects of the Companys Business other than the Driver Games and
Franchise which are part of the Acquired Assets and shall be set forth
in Section 2.1(a)(ii) of the Disclosure Schedule, and in
Section 3.6 of the Disclosure Schedule to the extent required
thereof;(iii)
    
    Company Employees. The employees
employed by the Company on the Closing Date and listed in Section
2.1(a)(iii) of the Disclosure Schedule (the Company
Employees), excluding those employees who have exercised their
right under TUPE Regulation 4(7) to opt out from the transfer; and(iv)
    
    Acquired Future Revenues. The Acquired
Future Revenues as defined herein and the revenues in relation to the
OEM/Distribution Contracts described in Section 2.1(b)(iii) of
the Disclosure Schedule that relate to Acquired Assets which are not
terminated as per Section 2.5(b)(xii).
 Retained Assets Section 2.1(a)(ii) Section 2.1(b) Retained Assets
 (i)
    
    Retained Tangible Personal Property.
Tangible personal property specifically listed in Section
2.1(b)(i) of the Disclosure Schedule (the Retained Tangible
Personal Property);(ii)
    
    Retained Intellectual Property Rights.
The specific Intellectual Property Rights listed in Section
2.1(b)(ii) of the Disclosure Schedule (the Retained Intangible
Personal Property);(iii)
    
    Retained Contracts. The specific
Contracts, including but not limited to, OEM/Digital Distribution
Contracts (as defined herein), described in Section 2.1(b)(iii)
of the Disclosure Schedule, and the Acquired Contracts for which the
Sellers have not obtained Consents as of the Closing (collectively, the
Retained Contracts); provided, that in the event
OEM/Distribution
 8




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Contracts that relate to Acquired Assets are not
terminated as per Section 2.5(b)(xii), the Sellers shall
attempt to cause all of the parties to the OEM/Distribution Contracts
to make all payments due or owed under such OEM/Distribution Contracts
that are allocable to use of the Acquired Assets after the applicable
Sell-Off Period(s) directly to the Purchasers, or to the extent it is
not able to cause parties to do that, Sellers shall transmit those
payments (with royalty statements for such OEM/Distribution Contracts)
due or owed with regard to sales after the applicable Sell-Off
Period(s) to Purchasers within thirty (30) days after the applicable
quarter in which they are received, as further set forth in Section
5.1(i), and Purchasers shall have audit rights in connection
therewith (provided, that such audit rights shall expire two (2) years
after Purchasers receipt of each applicable royalty statement, and
Purchasers shall not use any auditors who are compensated on a
contingent fee basis in connection with any such audit). As used
herein, OEM/Digital Distribution Contracts shall mean OEM,
bundling, and digital distribution agreements for the Driver Games and
Franchise described in Section 2.1(b)(iii) of the Disclosure
Schedule.(iv)
    
    Retained Accounts Receivable. The
Accounts Receivable of the Sellers for sales of the Inventory for
Driver, Driver 2, and Driv3r sold into channels of distribution prior
to the end of the Non-Parallel Lines Sell-Off Period (as defined in
Section 5.1(e)), which shall be listed in a post-signing
Section 2.1(b)(iv) of the Disclosure Schedule (the
Retained Accounts Receivable) delivered by Sellers within ten
(10) days after the Non-Parallel Lines Sell-Off Period; and for Driver:
Parallel Lines Inventory sold into the channel of distribution prior to
the end of the Parallel Lines Sell-Off Period (as defined in
Section 5.1(f)), which shall be listed in a post-signing
addition to Section 2.1(b)(iv) of the Disclosure Schedule (the
Retained Accounts Receivable) delivered by Seller within ten
(10) days after the Parallel Lines Sell-Off Period;(v)
    
    Retained Cash. Any cash or cash
equivalents on hand at the Closing Date;(vi)
    
    Deposits, etc. Any deposits,
prepayments, and refunds (x) relating to the Retained Assets, or to any
liabilities of the Sellers other than the Assumed Liabilities, whether
arising prior to or after the Closing, or (y) relating to the Acquired
Assets and Assumed Liabilities, but only to the extent arising prior to
the Closing;
 9




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(vii)
    
    Insurance. Any insurance policies
maintained by the Sellers listed in Section 2.1(b)(vii) of the
Disclosure Schedule;(viii)
    
    Retained Books and Records. The Sellers books and records
(the Retained Books and Records); and(ix)
    
    Company Employee Loans for House
Deposits. Those loans from the Company to Company Employees for
house deposits, as set forth on Section 2.1(b)(ix) of the
Disclosure Schedule.
 Assumed Liabilities; Later Assumed Liabilities; Retained Liabilities
 Assumed Liabilities Section 2.2(a) Assumed Liabilities Section 2.2(a)
 (i)
    
    Personal Property Leases. The leases
or subleases of Tangible Personal Property listed in Section
2.2(a)(i) of the Disclosure Schedule (the Personal Property
Leases).
 Later Assumed Liabilities Section 2.2(b) Later Assumed
Liabilities Section 2.3(a)(ii)
and Section 6.4
 10




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Retained Liabilities Section 2.2(c) Retained Liabilities Section 2.2(b) Retained Music
Liabilities Section 2.1(a)(iii) Section 3.16 Orchard Street Lease Sublease Agreement 11
       Retained Inventory Liabilities
 Consideration
 Purchase Price
  Cash Payment Allocations Purchase Price
  Holdback Funds Sections 2.2(b) and 6.2 Section 2.4(a)(ii) Section 6.3(a)
  Section 2.2(b) Section 6.4
 Allocation Section 2.3(a) Section 5.7
 Value Added Tax (VAT)
 Section 2
 12




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Condition of Execution
 Condition of Execution
  Landlord Landlords Consent th Excess Rent Amount Section
5.13
 Conditions Precedent to Closing
 Conditions to Obligations of All Parties
 13




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Governmental Authorizations
 No Restraining Orders or Proceedings provided however
 Parking Sublease Parking Sublease Section 2.5(a)(iii)
 Conditions Precedent to the Purchasers Obligations
  Sections 2.6 and 2.9
 14




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Section 2.9(a)
 THQ Consent THQ Paradigm Paradigm License
Agreement Section 2.7(b)(ii); Section 2.5(b)(iv)
  Section 3.13(a)
    15




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and Section
2.1(b)(iii) Section
2.5(b)(ix)(B) Section 2.5(b)(iv)
   Section 2.1(b)(iii)
 Conditions Precedent to the Sellers Obligations
   16




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Sections 2.6 and 2.9
 Section 2.9(a)
     Obligations and Conduct Prior to the Closing
 Business in the Ordinary Course
 17




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Standstill With Respect to New Agreements and Litigation
 Right to Participate in TUPE Process with Company Employees
 No Solicitation Section
2.7
 VAT Registration.
 Satisfaction of Conditions Precedents. Section
2.5 Sections 2.5(b)(iv) and 2.5(b)(ix) Sections 2.5(b) and 2.5(c) Section 2.9(b)
 18




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Termination
 Mutual Consent
 Purchasers
 Section 2.5(b)(i)
 Section 2.5(b) Sections 2.5(b)(ii), (iii), (iv) and/or (v)
 Closing Deadline Date
 Sellers
 Section 2.5(c)(i)
 Section 2.5(c) Sections 2.5(c)(ii), (iii) and/or
(iv)
  Effect of Termination Section 2.7
 19




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Closing and Actions To Be Taken At Closing
 Section 2.5 Closing Date
 Exhibit A
 Exhibit B Section 2.1(a)(i) Section 2.1(a)(ii)
 Exhibit C
 [Intentionally deleted]
   20




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Section 2.5(b)(ix)
 Sections 2.9(a)(i)
through 2.9(a)(ix) Sections 2.5(b)
and 2.5(c) Section 2.9(b)
 
 Disclosure Schedule
 21




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Organization and Qualification
 Authorization; Validity and Effect of Agreement
 No Conflict; Required Filings and Consents
 Section 3.3(a) 22
            Section 3.3(c)
 Compliance Section 3.4
 Title to Acquired Assets Section 3.5
 23




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Section 3.5.
 Contracts, Consents, Acquired Contracts and Assumed Liabilities Section
3.6 Section 2.1(a)(i) Section 2.1(a)(ii) Acquired Contracts Section
3.6 Section 2.2(a) Section 2.2(a) Section 3.6
 Tangible Personal Property and Other Assets Section 3.7 Section 3.7
 24




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Intellectual Property Rights, Software, Games and Data Protection Section 3.8
 Section 3.8(a)
    25
        Section 2.1(a)(i) Section 2.1(a)(ii) Section 3.8 Section 3.8
 Section 2.2(b)
 Section 3.8
 26




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Section 3.8(i)
           27




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28




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Tax Matters
 Accuracy of Information & Completeness of Disclosure Schedule
 Absence of Material Changes
 29




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Litigation Section 3.12
 Financial Statements
 Delivery Audited Financials Financial Statements Balance Sheet
 Accuracy
 Books and Records
 Condition of Tangible Assets
 Leases; Subleases Section 3.16
 30




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Company Employees Section 2.1(a)(iii)
  (i)
    
    the name, date of start of employment, period
of continuous employment, job title, salary and other key benefits,
normal working hours and location of each Company Employee;(ii)
    
    those Company Employees who are on secondment,
maternity leave or absent because of disability or other long-term
leave of absence (including last working day and expected date of
return if known);(iii)
    
    the key terms of the contract of each current
Company Employee;(iv)
    
    any Company Employee who, at the Execution Date
hereof, has raised a grievance against the Company which has not been
resolved (including the complete and accurate details of any such
grievance);(v)
    
    any Company Employee currently working out
their notice and stated reasons for leaving;(vi)
    
    all material customs and practices, all
policies and procedures, all collective agreements, recognition
agreements, workforce agreements and relevant agreements for the time,
and all arrangements or assurances (whether or not legally binding) in
relation to Company Employees employment;(vii)
    
    all employee liability information as set
forth and defined in TUPE Regulation 11, and details of all information
provided to and copies of all documentation provided to the
representatives of the Company Employees pursuant to TUPE Regulation
13;(viii)
    
    those Company Employees who have received loans from the Company for
house deposits and the amounts thereof, as set forth on Section
2.1(b)(ix) of the Disclosure Schedule.
 31




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(i)
    
    the individuals name and address;(ii)
    
    date of commencement with the Company;(iii)
    
    the location(s) at which the individual provides services;(iv)
    
    the individuals role or capacity with the Company;(v)
    
    the law governing such individuals agreement
with the Company;(vi)
    
    the average number of hours per week or month
such individual is required to perform services to the Company;(vii)
    
    the amounts payable by the Company for such
services (including any benefits provided by the Company);(viii)
    
    whether such individual has a written agreement with the Company;(ix)
    
    the length of notice necessary to terminate the
agreement with such individual;(x)
    
    terms governing the payment of PAYE, National
Insurance and value added tax (VAT)in respect of any independent
contractor or consultant providing such services; and(xi)
    
    terms governing the ownership of Intellectual
Property Rights.
     32




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(i)
    
    examples of all pro forma service agreements,
contracts of employment, statement of terms and conditions or written
particulars issued pursuant to Section 1 of the Employment Rights Act
1996;(ii)
    
    Company staff handbook;(iii)
    
    a sample of all written rules, policies and
procedures relating to Company Employees not otherwise set out in any
staff handbook;(iv)
    
    any trade union or staff/employee association
recognition agreements, procedure agreements and collective agreements;
and(v)
    
    health and safety records.
       (i)
    
    made or started implementation of any
collective dismissals that have required or will require notification
to any state authority or notification to or consultation with any
trade union, works council, staff association or other body
representing employees; or
 33




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(ii)
    
    been a party to any transfer of a business or
undertaking that has required or will require notification to or
consulting with any trade union, works council, staff association or
other body representing employees.
 Section 3.17(o) Section 3.17(o)
   (i)
    
    incurred any liability for breach or
termination of any employment contract;(ii)
    
    incurred any liability for breach or
termination of a consultancy agreement;(iii)
    
    incurred any liability for breach or
termination of any agreements that relate to the development and/or
exploitation of the Games;(iv)
    
    incurred any liability for breach or
termination of any license agreement;(v)
    
    made or agreed to make a payment or provided or
agreed to provide a benefit to any Company Employee in connection with
the termination of employment; or(vi)
    
    been a party to any relevant transfer as
defined in TUPE, or has failed to comply with any duty to inform and
consult any appropriate representatives under such regulations.
   34




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35




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(i)
    
    any Company Employee request for information
and consultation procedures received by the Company and made pursuant
to and in accordance with Regulation 7 of the Information and
Consultation of Employees Regulations 2004 and dated in the six (6)
months prior to Completion; and(ii)
    
    any negotiations with Company Employees in
which the Company is engaged pursuant to the Information and
Consultation of Employees Regulations 2004.
 Employee Pensions
 GPP
 36




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Corporate Organization.
 Authorization; Validity and Effect of Agreement.
 No Conflict; Required Filings and Consents.
 37




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Section 4.3(b)
 Litigation.
 Available Funds.
 38




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Covenants, Further Assurances and Rights Post Closing
 Assistance of Sellers
 Other Documents and Actions
 Bulk Sales Laws provided however Section 6.2
 Post-Closing Payment of Liabilities
 Sellers Sell-Off Rights for the Games Other Than Driver: Parallel Lines Non-Parallel Lines Sell-Off Period Section 5.3 39
        Sellers Sell-Off Rights for Driver Parallel Lines Parallel Lines Sell-Off Period Section 5.3
 Sellers Covenant Not to Use Driver Games and Franchise Names Sections 5.1(e) and 5.1(f)
 Purchasers Rights 40
      OEM/Digital Distribution Contracts
 Company Employees
 Loans for House Deposits Section 5.1(k)
 Acquired Future Revenues
 Reporting the Inventory; Destruction of the Inventory; Certification. Section 5.3
 41
      Section 5.1(e) Section 5.1(f) Section 5.1(e) Section 5.1(f)
 Cooperation Concerning Inadvertently Omitted Intellectual Property or Contracts Additional
IP provided however
 Execution of Further Assignments
 Public Announcements; Confidentiality.
 42
      Tax Matters
  Section 2.3 43
         Compliance With Law
 Leased Equipment
 Leased Equipment Section 5.9
  Covenant Not to Compete Section 5.10 Driver
Game Theme Game Central Theme Game Elements
 44
      Excluded
IP Section 5.10
  Covenant Not to Solicit
 Temporary Contract Employees Section 5.12
 45
      Orchard Street Lease: No Sub-Lease with Edmondson
 
 Survival of Representations, Warranties and Indemnification Obligations Section 6.2(e)
 Indemnification by the Sellers
 Purchasers Indemnified Parties Purchasers Losses Section 2.2(a) and Section 2.2(b) Section 5.10, Section 5.11,
Section 5.1(e) and Section 5.1(f)
 (i)
    
    Breach of Covenant Not to Compete (Section
5.10): Five Million Dollars ($5,000,000).
 46
      (ii)
    
    Breach of Covenant Not to Solicit (Section
5.11): The Company Employees salary for the last full year he or
she was employed by the Company or the Purchasers, but not more than
Two Hundred Thousand Dollars ($200,000) per occurrence/Company
Employee.(iii)
    
    Breach of Covenant Not to Sell Games After
Sell-Off Period (Section 5.1(e) and Section 5.1(f)): An amount
equal to the revenues generated by Sellers from sales of Games
(including the Driver: Parallel Lines Game, as applicable) after the
applicable Sell-Off Periods, multiplied by three (3).
 Section 5.10, Section 5.11, Section 5.1(e) and Section 5.1(f) Section 6.2(a)
 Sellers Indemnified Parties Sellers Losses
 Section 2.5(b)(ix) Section 6.2(f) 47
       Section 6.2(e) Section
6.2(f)
  Edmondson Indemnification
 Independent Contractor Indemnification
 Indemnification Claims
 Notice of Direct Claims 48
       Indemnification Notice Claim
 Disputed Claim
 Section 6.4
 Third-Party Claims 49
       provided however
 Later Assumed Liabilities Section 2.2(b) Post-Closing Final Update
 50
      Holdback Funds Section
2.5
 
 Counterparts
 Governing Law; Jurisdiction and Forum;
   51
      Entire Agreement
 Expenses
 Attorneys Fees
 Notices
 52
      (a) If to the Purchasers:
    
    Cecile Russeil, Head of Business and Legal AffairsUbisoft Holdings, Inc.625 Third Street, 3rd FloorSan Francisco, CA 94017Fax: 415-547-4001Email address: crusseil@ubisoft.fr(b) With a copy to:
    
    Cecile Russeil, Head of Business and Legal AffairsUbisoft Entertainment Limited28, Rue Armand Carrel93108 MontreuilFranceFax: 011 33 1 4818 5973Email address: crusseil@ubisoft.frWith a copy to :
    
    Daniel OConnell OffnerOffner & Anderson, P.C.1900 Avenue of the Stars, Suite 975Los Angeles, CA 90067Fax: 310-226-2422Email address: doffner@offneranderson.comIf to the Sellers:
    
    Atari, Inc.417 Fifth Avenue, 8th FloorNew York, NY 10016Attention: Kristina PappaFax: 1-212-726-4214Email address: kristina.pappa@atari.comWith a copy to:
    
    David W. BernsteinClifford Chance US LLP31 West 52nd StreetNew York, NY 10019Fax: 212-878-8375Email address: david.bernstein@cliffordchance.com
 Brokers and Finders
 53
      Successors and Assigns
 Time of Essence
 Third-Party Beneficiaries
 Headings; Definitions
 Amendments and Waivers
 Interpretation
 Severability
 54
      55
      PURCHASERS:UBISOFT HOLDINGS, INC.,
    
    
    
    UBISOFT ENTERTAINMENT LIMITED,a companya Delaware corporation
    
    
    
    incorporated in the United KingdomBy:
    
    /s/ Yves Guillemot
    
    
    
    By:
    
    /s/ Yves GuillemotName:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:SELLERS:REFLECTIONS INTERACTIVE
    
    
    
    ATARI, INC.,LIMITED, a company
    
    
    
    a Delaware corporationincorporated in the United KingdomBy:
    
    /s/ Bruno Bonnell
    
    
    
    By:
    
    /s/ Bruno BonnellName:
    
    Bonnell Bruno
    
    
    
    Name:
    
    Bonnell BrunoTitle:
    
    Director
    
    
    
    Title:
    
    CEO
 56
      Amendment to Asset Purchase Agreement
   1.
    
    In Sections 2.2(b), 3.8(g), 6.3(c) of the Asset Purchase Agreement, the phrase:...or, the United States Dollar conversion of such limit of £300,000, which shall be
based upon the noon buying rate in London on the Closing Date as reported by Reuters...shall be amended to read as follows:...or, the United States Dollar conversion of such limit of £300,000, which shall be the rate
$1.00 equals £1.8666 ...2.
    
    In Section 2.2(b) of the Asset Purchase Agreement, the phrase:...relate to or arise out of the mechanical rights thereto, which will be set forth in
Section 2.2(b) of the Disclosure Schedule prior to Closing and updated each calendar quarter
(with accompanying delivery of all related contracts executed during the previous quarter)
during the twelve (12) month period, with a final update to be delivered by the Sellers
within thirty (30) days after the end of the twelve (12) month period...shall be amended to read as follows:...relate to or arise out of the mechanical rights thereto, which will be set forth in
Section 2.2(b) of the Disclosure Schedule prior to Closing and updated each calendar
quarter (with accompanying delivery of all related contracts executed during the previous
quarter) during the twelve (12) month period, with a final update to be delivered by the
Sellers on or before July 19, 2007...
      3.
    
    In Section 6.3(c) of the Asset Purchase Agreement, the following provisions:...On or before July 13, 2007, the Sellers shall deliver to the Escrow Agent, with a copy to
the Purchasers, a copy of the post-Closing final update to Section 2.2(b) of the Disclosure
Schedule (the Post-Closing Final Update). If the Sellers fail to deliver a copy of the
Post-Closing Final Update to the Escrow Agent and the Purchasers by July 13, 2007, then the
Escrow Agent will release to the Purchasers the full amount of £300,000 (or, the United
States Dollar conversion of £300,000, which shall be based upon the noon buying rate in
London on the Closing Date as reported by Reuters), as promptly as practicable after July
28, 2007. It is further provided, that if the Sellers deliver the Post-Closing Final Update
on or before July 13, 2007, the Purchasers may dispute the accuracy of such Post-Closing
Final Update by delivering to the Sellers and the Escrow Agent, a written notice of such
objection by July 28, 2007. In the absence of any dispute with respect to the Post-Closing
Final Update, as promptly as practicable after July 28, 2007, the Escrow Agent will release
to the Purchasers from the Holdback Funds a sum equal to the Later Assumed Liabilities as
shown on the Post-Closing Final Update...shall be amended to read as follows:...On or before July 19, 2007, the Sellers shall deliver to the Escrow Agent, with a
copy to the Purchasers, a copy of the post-Closing final update to Section 2.2(b) of the
Disclosure Schedule (the Post-Closing Final Update). If the Sellers fail to deliver a
copy of the Post-Closing Final Update to the Escrow Agent and the Purchasers by July 19,
2007, then the Escrow Agent will release to the Purchasers the full amount of £300,000
(or, the United States Dollar conversion of £300,000, which shall be based upon the noon
buying rate in London on the day before the Closing Date as reported by Reuters), as
promptly as practicable after August 3, 2007. It is further provided, that if the
Sellers deliver the Post-Closing Final Update on or before July 19, 2007, the
Purchasers may dispute the accuracy of such Post-Closing Final Update by delivering to the
Sellers and the Escrow Agent, a written notice of such objection by August 3, 2007.
In the absence of any dispute with respect to the Post-Closing Final Update, as promptly as
practicable after August 3, 2007, the Escrow Agent will release to the Purchasers
from the Holdback Funds a sum equal to the Later Assumed Liabilities as shown on the
Post-Closing Final Update...4.
    
    The Disclosure Schedule that was delivered by the Sellers to the Purchasers simultaneously
with the execution of the Asset Purchase Agreement shall be replaced in
its entirety by a Disclosure Schedule updated as of August 3, 2006, attached hereto and
incorporated herein as Appendix A.5.
    
    The portion of the Purchase Price actually to be paid to Atari at Closing as set forth in
Section 2.3(a) of the Asset Purchase Agreement, i.e., Twenty-One Million Six Hundred Thousand
Dollars ($21,600,000), shall be offset by the total amount of Eight Hundred Fifty Thousand
Dollars ($850,000) as set forth on Appendix B (attached hereto).
 2
      Accordingly, the portion of
the Purchase Price actually to be paid to Atari at Closing shall equal the amount of Twenty
Million Seven Hundred Fifty Thousand Dollars ($20,750,000). After Closing, the Parties shall
mutually agree on an adjustment to the total offset amount in connection with the amounts
attributed to Accrued Employee Vacation (no NI), the Stub Amounts NI (8/1-8/3) and (no NI)
(8/1-8/3), and Purchasers shall refund to Sellers the difference between the total offset
amount and $850,000 minus the charges for converting the total offset amount or any part
thereof from US dollars into UK pounds. For the purposes of the Asset Purchase Agreement and
accounting, the offset amounts shall be treated as an offset not as a reduction in the total
Purchase Price.6.
    
    In addition to, and not in contravention of, Sellers covenants and obligations as set forth
in the Asset Purchase Agreement, when and wherever the Sellers own Source Code, Gold Masters,
Software, Tools, Technology and Engines to the Games, the Sellers shall deliver to the
Purchasers all such Source Code, Gold Masters, Software, Tools, Technology and Engines to the
Games within thirty (30) days following the Closing Date (if the Sellers have not done so as
of the Closing Date).7.
    
    In addition to, and not in contravention of, Sellers representations and warranties under
the Asset Purchase Agreement with respect to the Licensed Software and all acquired license
agreements relating thereto as set forth in Section 2.1(a)(i) of the Disclosure Schedule, the
Sellers hereby represent and warrant that all license fees, advances, royalties, and other
payments relating thereto have been paid in full for the applicable terms of the acquired
license agreements as of the Closing Date (with the exception of 3D Studio Max); i.e., there
are no undisclosed liabilities, payment obligations or past amounts due with respect to said
acquired license agreements.8.
    
    The Sellers shall be responsible for the payment of Milestone 10 for the PSP Driver Game,
which has been approved by the Sellers. For the sake of clarification, such Milestone 10
payment shall be part of Sellers Retained Liabilities after Closing.9.
    
    Except as expressly modified herein, all terms and conditions of the Asset Purchase
Agreement, including defined terms, shall continue in full force and effect.
  3
        PURCHASERS:UBISOFT HOLDINGS, INC.,
    
    
    
    UBISOFT ENTERTAINMENT LIMITED,a companya Delaware corporation
    
    
    
    incorporated in the United KingdomBy:
    
    /s/ Yves Guillemot
    
    
    
    By:
    
    /s/ Yves GuillemotName:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:SELLERS:REFLECTIONS INTERACTIVE
    
    
    
    ATARI, INC.,LIMITED, a company
    
    
    
    a Delaware corporationincorporated in the United KingdomBy:
    
    /s/ Bruno Bonnell
    
    
    
    By:
    
    /s/ Bruno BonnellName:
    
    Bruno Bonnell
    
    
    
    Name:
    
    Bruno BonnellTitle:
    
    Director
    
    
    
    Title:
    
    CEO
 4




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##### 



APPENDIX A
 UPDATED DISCLOSURE SCHEDULE
 5




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##### 



APPENDIX B
 (8/3 11:00am fix USD/GBP exchReflections / Ubisoft
    
    exch rate of :
    
    
    1.8886
    
    
    per JPMorgan Chase)Projected items to net at closing [based on closing date of 8/3/06]
 DRAFT 8-3-06
 USD $
    
    
    exch rate
    
    
    GBP £Deduction from proceedsDriver3 studio bonus  (sum of $414k bonus incl 12.8% NI):
    
    $
    472,290
    
    
    
    1.8886
    
    
    £
    250,074Employee admin bonus (incl 12.8% NI):
    
    $
    26,148
    
    
    
    1.8886
    
    
    £
    13,845Accrued employee vacation (no NI):
    
    $
    176,636
    
    
    
    1.8886
    
    
    £
    93,528Any stub period employee costs  salaries incl 12.8% NI (8/1-8/3):
    
    $
    33,332
    
    
    
    1.8886
    
    
    £
    17,649Any stub period employee costs  pensions (no NI) (8/1-8/3):
    
    $
    1,569
    
    
    
    1.8886
    
    
    £
    83150/50 split of refit costs to transfer  network (Conex option 1 incl VAT):
    
    $
    910
    
    
    
    1.8886
    
    
    £
    482
    
    
    (total of 963.50 / 2)50/50 split of refit costs to transfer  air conditioning (Acrol incl VAT):
    
    $
    1,738
    
    
    
    1.8886
    
    
    £
    920
    
    
    (total of 1,840.05 / 2)50/50 split of refit costs to transfer  security (Chubb intruder alarm
(option 1) incl VAT):
    
    $
    416
    
    
    
    1.8886
    
    
    £
    220
    
    
    (total of 440.63 /2)50/50 split of refit costs to transfer  security (Chubb access control
system incl VAT):
    
    $
    244
    
    
    
    1.8886
    
    
    £
    129
    
    
    (total of 258.50 /2)Prepaids add to proceedsBransby Wilson Parking (prepaid): prorata for balance of qtr
    
    -$
    $4,853
    
    
    
    1.8886
    
    
    -£
    2,570Water Rates (prepaid): to be determined after floors are split post closingCouncil tax (prepaid): to be determined after floors are split post closingMedical Benefits (prepaid): to extent prepaid  to be determined post closingBuffer Amount
    
    $
    141,569
    
    
    
    1.8886
    
    
    £
    74,960Total
    
    $
    850,000
    
    
    
    
    
    
    £
    450,069
 6