Software & Programming

STOCKHOLDER LOCK-UP AGREEMENT

          THIS STOCKHOLDER LOCK-UP AGREEMENT (Agreement) is entered into as of January 14, 2003, by and between BORLAND SOFTWARE CORPORATION, a Delaware corporation (Parent), and DIETRICH CHARISIUS (Stockholder).

RECITALS

          A.     Parent, Targa Acquisition Corp. I, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub I), Targa Acquisition Corp. II, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub II), TogetherSoft Corporation, a Delaware corporation (the Company), Peter Coad, as primary stockholders agent, and Kurt Jaggers, as secondary stockholders agent, have entered into an Agreement and Plan of Merger and Reorganization, dated as of October 29, 2002 (the Merger Agreement), which provides (subject to the conditions set forth therein) for the merger of Merger Sub I with and into the Company, immediately followed by the merger of the Company with and into Merger Sub II (the Mergers).

          B.     In order to induce Parent to consummate the Mergers and the other transactions contemplated by the Merger Agreement, Stockholder is entering into this Agreement.

          C.     Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Merger Agreement.

AGREEMENT

          The parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1:                    CERTAIN DEFINITIONS.     For purposes of this Agreement:

          1.1  Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement.

          1.2  Entity shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

          1.3  Expiration Date shall mean the second anniversary of the Closing Date.

          1.4  Parent Common Stock shall mean the common stock, par value $0.01 per share, of Parent.

          1.5  Person shall mean any (i) individual, (ii) Entity or (iii) governmental authority.

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. ROBERT A. KOTICK, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. BRIAN G. KELLY, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. ROBERT A. KOTICK, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. BRIAN G. KELLY, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. ROBERT A. KOTICK, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. BRIAN G. KELLY, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. ROBERT A. KOTICK, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .

VOTING AND LOCK-UP AGREEMENT

THIS VOTING AND LOCK-UP AGREEMENT, dated as of December 1, 2007 (this �Agreement�), is by and among VIVENDI S.A., a societe anonyme organized under the laws of France (�Vivendi�), ACTIVISION, INC., a Delaware corporation (�Activision�), and MR. BRIAN G. KELLY, an individual (�Management Stockholder�).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned  . . .