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Securities Exchange Agreement - GT Interactive Software Corp., General Atlantic Partners 54 LP and GAP Coinvestment Partners II LP

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                          SECURITIES EXCHANGE AGREEMENT

                  SECURITIES  EXCHANGE  AGREEMENT,  dated November 15, 1999 (the
"Agreement"),  among GT Interactive  Software Corp., a Delaware corporation (the
"Company"),  General Atlantic Partners 54, L.P., a Delaware limited  partnership
("GAP  LP"),  and  GAP  Coinvestment  Partners  II,  L.P.,  a  Delaware  limited
partnership ("GAP Coinvestment" and, together with GAP LP, the "Stockholders").

         WHEREAS,  the  Stockholders  own (both  beneficially and of record) the
number of shares of Series A  Convertible  Preferred  Stock of the Company  (the
"Preferred Stock") and the principal amount of the Company's  Subordinated Notes
due July 29, 2000 (the  "Subordinated  Notes," and together  with the  Preferred
Stock, the "Securities") as set forth on Schedule 1 hereto;

         WHEREAS, the Company,  Infogrames Entertainment S.A. ("Infogrames") and
California U.S. Holdings,  Inc. ("Infogrames US") are entering concurrently into
a Securities  Purchase  Agreement,  dated as of November 15, 1999 (the "Purchase
Agreement"),  pursuant to which  Infogrames  has agreed to make a major  capital
investment in the Company; and

         WHEREAS, in connection with the Purchase Agreement,  and as a condition
to the  willingness  of Infogrames  and Infogrames US to enter into the Purchase
Agreement,  the  Company  has  agreed  to  issue  to the  Stockholders,  and the
Stockholders  have  agreed  to  accept,  new  securities  in  exchange  for  the
Securities.

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and  adequacy  of which are hereby  acknowledged,  the parties  hereto  agree as
follows:

                                    ARTICLE 1

                                   DEFINITIONS

                  1.1  Definitions.  As used in this  Agreement,  and unless the
context  requires a different  meaning,  the  following  terms have the meanings
indicated:

                  "Agreement"  means this  Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

                  "Business Day" means any day other than a Saturday,  Sunday or
other day on which  commercial  banks in the State of New York are authorized or
required by law or executive order to close.

                  "By-laws"  means the  by-laws of the  Company in effect on the
Closing Date, as the same may be amended from time to time.

                  "Certificate  of  Incorporation"   means  the  Certificate  of
Incorporation of the Company, as the same may be amended from time to time.


<PAGE>

                  "Closing"  has the  meaning  set forth in Section  2.3 of this
Agreement.

                  "Closing  Date" has the  meaning  set forth in Section  2.3 of
this Agreement.

                  "Commission"  means the Securities and Exchange  Commission or
any similar agency then having jurisdiction to enforce the Securities Act.

                  "Common  Stock"  means the  common  stock,  par value $.01 per
share, of the Company.

                  "Company"  has the meaning  set forth in the  recitals to this
Agreement.

                  "Condition  of  the  Company"  means  the  assets,   business,
properties,  prospects, operations or financial condition of the Company and its
Subsidiaries, taken as a whole.

                  "Contractual   Obligations"   means  as  to  any  Person,  any
provision  of  any  security   issued  by  such  Person  or  of  any  agreement,
undertaking, contract, indenture, mortgage, deed of trust or other instrument to
which such Person is a party or by which it or any of its property is bound.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

                  "GAP  Coinvestment"  has the meaning set forth in the recitals
to this Agreement.

                  "GAP LLC" means  General  Atlantic  Partners,  LLC, a Delaware
limited  liability  company and the general partner of GAP LP, and any successor
to such entity.

                  "GAP LP" has the  meaning  set forth in the  recitals  to this
Agreement.

                  "Governmental  Authority"  means the government of any nation,
state,  city,  locality  or other  political  subdivision  thereof,  any  entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to  government,  and any  corporation or other entity
owned or controlled,  through stock or capital ownership or otherwise, by any of
the foregoing.

                  "Lien"   means   any   mortgage,   deed  of   trust,   pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or preference,
priority,  right or other security  interest or preferential  arrangement of any
kind  or  nature  whatsoever  (excluding  preferred  stock  and  equity  related
preferences),  including, without limitation, those created by, arising under or
evidenced  by any  conditional  sale or other  title  retention  agreement,  the
interest of a lessor under a capital lease  obligation,  or any financing  lease
having substantially the same economic effect as any of the foregoing.

                  "Notes"  has the  meaning  set  forth in  Section  2.1 of this
Agreement,

                  "Orders"  has the  meaning  set forth in  Section  3.2 of this
Agreement.

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<PAGE>

                  "Person" means any individual, firm, corporation, partnership,
trust,  incorporated or unincorporated  association,  joint venture, joint stock
company,  limited liability company,  Governmental  Authority or other entity of
any kind,  and shall  include any  successor  (by merger or  otherwise)  of such
entity.

                  "Purchase Agreement" has the meaning set forth in the recitals
to this Agreement.

                   "Registration Rights Agreement" means the Registration Rights
Agreement dated as of February 22, 1999 among the Company and the Stockholders.

                  "Requirements  of  Law"  means,  as to any  Person,  any  law,
statute, treaty, rule, regulation, right, privilege,  qualification,  license or
franchise or  determination  of an arbitrator  or a court or other  Governmental
Authority or stock exchange, in each case applicable or binding upon such Person
or any of its property or to which such Person or any of its property is subject
or  pertaining  to any or all of the  transactions  contemplated  or referred to
herein.

                  "SEC  Documents"  means  all  registration  statements,  proxy
statements,  reports  and other  documents  required  to be filed by the Company
under the  Securities  Act or the Exchange Act and all amendments or supplements
thereto filed by the Company with the Commission since December 31, 1997.

                  "Securities" has the meaning set forth in the recitals to this
Agreement.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.

                  "Stockholders"  has the meaning  set forth in the  recitals to
this Agreement.

                  "Subsidiary"  means, as of the relevant date of determination,
with respect to any Person,  a corporation  or other Person of which 50% or more
of the  voting  power  of the  outstanding  voting  equity  securities  is held,
directly or  indirectly,  by such Person.  Unless  otherwise  qualified,  or the
context   otherwise   requires,   all  references  to  a   "Subsidiary"   or  to
"Subsidiaries"  in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company.

                  "Transaction Documents" means this Agreement and the Notes.

                                   ARTICLE 2

                             EXCHANGE OF SECURITIES

                  2.1  Exchange  of   Securities.   Subject  to  the  terms  and
conditions  herein  set  forth,  the  Company  agrees  to  issue  to each of the
Stockholders,  and each of the Stockholders agrees that it will acquire from the
Company,  on  the  Closing  Date,  the  aggregate  principal  amount  of  senior
subordinated  convertible  notes set forth opposite such  Stockholder's  name on
Schedule 2.1 hereto (all of such notes being referred to herein as the "Notes"),
in exchange for the Securities, free and clear of all Liens.

                                       3

<PAGE>

                  2.2  Notes.  The  Notes  shall  be  substantially  in the form
attached hereto as Exhibit A.

                  2.3  Closing.  Subject  to the  satisfaction  or waiver of the
conditions set forth in Articles 5 and 6 below,  the closing of the transactions
contemplated  by Section  2.1 (the  "Closing")  shall take place  simultaneously
with, and at the same location as, the closing under the Purchase Agreement (the
"Closing  Date").  On the  Closing  Date,  the  Company  shall  deliver  to each
Stockholder the Notes being acquired by such  Stockholder,  against  delivery by
such  Stockholder to the Company of the certificate or  certificates  evidencing
the  Securities  held by such  Stockholder,  each such  certificate  being  duly
endorsed in blank and  accompanied by such stock powers and such other documents
as may  reasonably  be necessary in the  Company's  judgment to transfer  record
ownership of the Securities.

                                   ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company  represents  and warrants to the  Stockholders  as
follows:

                  3.1 Corporate Existence and Power. Each of the Company and its
Subsidiaries (a) is a corporation  duly organized,  validly existing and in good
standing under the laws of the  jurisdiction of its  incorporation;  (b) has all
requisite  power and  authority  to own and operate its  property,  to lease the
property  it  operates  as lessee and to  conduct  the  business  in which it is
currently, or is proposed to be, engaged, as described in the SEC Documents; (c)
is duly qualified as a foreign corporation,  licensed and in good standing under
the laws of each  jurisdiction  in which its  ownership,  lease or  operation of
property or the conduct of its  business  requires  such  qualification,  except
where the failure to be so qualified would not have a material adverse effect on
the Condition of the Company;  and (d) has the corporate  power and authority to
execute,  deliver and perform its  obligations  under this Agreement and each of
the other Transaction Documents to which it is a party.

                  3.2 Authorization;  No Contravention.  The execution, delivery
and  performance  by the  Company  of  this  Agreement  and  the  Notes  and the
transactions  contemplated  hereby and thereby (a) have been duly  authorized by
all necessary  corporate action of the Company;  (b) do not contravene the terms
of the  Certificate  of  Incorporation  or the By-laws,  or any  certificate  of
incorporation  or  by-laws  or  other  organizational  documents  of  any of its
Subsidiaries,  except that the Certificate of Incorporation  shall be amended to
increase  the  number  of  authorized  shares  of  Common  Stock to  permit  the
reservation  of Common Stock issuable upon  conversion of the Notes;  (c) do not
violate,  conflict  with or result in any  breach  or  contravention  of, or the
creation of any Lien under, any Contractual  Obligation of the Company or any of
its Subsidiaries,  or any Requirement of Law applicable to the Company or any of
its Subsidiaries;  and (d) do not violate any judgment, injunction, writ, award,
decree  or order of any  nature  (collectively,  "Orders")  of any  Governmental
Authority  against,  or binding  upon,  the Company or any of its  Subsidiaries;
except in the case of clauses (c) and (d) for violations,  conflicts,  breaches,
contraventions  or Liens which would not have a material  adverse  effect on the
Condition  of the  Company  or  the  ability  of  the  Company  to  perform  its
obligations under this Agreement and each of the other Transaction Documents.

                                       4
<PAGE>

                  3.3  Governmental  Authorization;  Third  Party  Consents.  No
approval, consent, compliance,  exemption,  authorization or other action by, or
notice to, or filing with, any Governmental  Authority or any other Person,  and
no lapse of a waiting  period under a Requirement  of Law,  other than customary
filings with the Commission for  transactions of the type  contemplated  hereby,
filings  under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as
amended, and the rules and regulations  promulgated thereunder and the filing of
an amendment to the Certificate of Incorporation  with the Secretary of State of
the  State  of  Delaware,  is  necessary  or  required  in  connection  with the
execution,  delivery or performance by, or enforcement  against,  the Company of
this  Agreement  and the  Notes  or the  transactions  contemplated  hereby  and
thereby,  except where the failure to obtain an approval,  consent,  compliance,
exemption,  authorization or other action or to make any filing would not have a
material  adverse  effect on the  Condition of the Company or the ability of the
Company to perform its obligations under this Agreement or the Notes.

                  3.4 Binding Effect.  This Agreement has been duly executed and
delivered by the Company,  and,  assuming the due  authorization,  execution and
delivery by the Stockholders,  constitutes a legal, valid and binding obligation
of the Company  enforceable  against the Company in  accordance  with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  fraudulent  conveyance or transfer,  moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles  of  equity  relating  to   enforceability   (regardless  of  whether
considered in a proceeding at law or in equity).  Upon execution and delivery by
the Company of the Notes,  the Notes will  constitute  legal,  valid and binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms,  except as enforceability may be limited by applicable  bankruptcy,
insolvency,  reorganization,  fraudulent  conveyance or transfer,  moratorium or
similar laws  affecting the  enforcement of creditors'  rights  generally and by
general  principles of equity relating to enforceability  (regardless of whether
considered in a proceeding at law or in equity).

                  3.5  Conversion.  Subject  to Section  7.3 of the  Notes,  the
Company has  reserved an  aggregate  of  12,500,000  shares of Common  Stock for
issuance upon conversion of the Notes.  Subject to Section 7.3 of the Notes, the
shares of Common Stock issuable upon  conversion of the Notes in accordance with
the terms of the Notes are duly authorized,  and when issued to the Stockholders
against payment therefor, will be validly issued, fully paid and non-assessable,
and will be issued  pursuant to an exemption  from,  or in  compliance  with the
registration and qualification  requirements of all applicable federal and state
securities laws.

                  3.6 Broker's, Finder's or Similar Fees. There are no brokerage
commissions, finder's fees or similar fees or commissions payable by the Company
or any of its  Subsidiaries  in connection  with the  transactions  contemplated
hereby based on any agreement,  arrangement or understanding with the Company or
any of its Subsidiaries or any action taken by any such Person.

                                       5
<PAGE>


                                   ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                               OF THE STOCKHOLDERS

                  Each  of  the  Stockholders  hereby  represents  and  warrants
(severally as to itself and not jointly) to the Company as follows:

                  4.1 Existence and Power. Such Stockholder (a) is a partnership
duly organized and validly  existing under the laws of the  jurisdiction  of its
formation and (b) has the requisite  partnership power and authority to execute,
deliver and perform its  obligations  under this Agreement and each of the other
Transaction Documents to which it is a party.

                  4.2 Authorization;  No Contravention.  The execution, delivery
and  performance  by such  Stockholder  of this  Agreement and the  transactions
contemplated  hereby (a) have been duly authorized by all necessary  partnership
action,  (b) do not  contravene the terms of such  Stockholder's  organizational
documents,  or any amendment thereof,  and (c) do not violate,  conflict with or
result in any breach or  contravention of or the creation of any Lien under, any
Contractual Obligation of such Stockholder,  or any Requirement of Law or Orders
applicable to such Stockholder.

                  4.3 Title.  Such  Stockholder is the owner (both  beneficially
and of record) of the shares of Preferred  Stock and holds the principal  amount
of the  Subordinated  Notes as set forth  opposite  such  Stockholder's  name on
Schedule 1. Except to the extent  resulting from the Equity  Purchase and Voting
Agreement (the "Voting Agreement") among the Stockholders, certain affiliates of
the  Stockholders  and  Infogrames,  or for  restrictions  imposed by applicable
securities  laws, such Stockholder owns all of such Securities free and clear of
all Liens. Such Stockholder has sole power of disposition with respect to all of
such Securities.  Upon the acquisition of the Securities  pursuant to Article 2,
the Company will receive good and valid title to the Securities,  free and clear
of all Liens, except for restrictions imposed by the applicable securities laws.

                  4.4  Governmental  Authorization;  Third  Party  Consents.  No
approval, consent, compliance, exemption,  authorization, or other action by, or
notice to, or filing with, any Governmental  Authority or any other Person,  and
no lapse of a waiting  period  under any  Requirement  of Law, is  necessary  or
required  in  connection  with the  execution,  delivery or  performance  by, or
enforcement  against,  such  Stockholder of this Agreement and each of the other
Transaction  Documents to which such  Stockholder is a party or the transactions
contemplated hereby and thereby.

                  4.5 Binding Effect.  This Agreement has been duly executed and
delivered  by such  Stockholder  and  constitutes  a legal,  valid  and  binding
obligation of such  Stockholder,  enforceable  against it in accordance with its
terms,  except  as  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  fraudulent  conveyance or transfer,  moratorium or
similar laws  affecting the  enforcement  of creditors'  rights  generally or by
equitable   principles   relating  to  enforceability   (regardless  of  whether
considered in a proceeding at law or in equity).

                                       6
<PAGE>

                  4.6 Purchase for Own Account. The Notes to be acquired by such
Stockholder pursuant to this Agreement are being or will be acquired for its own
account and with no intention  of  distributing  or reselling  such Notes or any
part thereof in any  transaction  that would be in  violation of the  securities
laws of the United States of America, or any state, without prejudice,  however,
to the rights of such  Stockholder at all times to sell or otherwise  dispose of
all or any part of such Notes under an effective  registration  statement  under
the Securities Act, or under an exemption from such registration available under
the  Securities  Act,  and subject,  nevertheless,  to the  disposition  of such
Stockholder's   property  being  at  all  times  within  its  control.  If  such
Stockholder  should in the future  decide to dispose of any of such Notes,  such
Stockholder understands and agrees that it may do so only in compliance with the
Securities Act and applicable  state  securities  laws, as then in effect.  Such
Stockholder agrees to the imprinting,  so long as required by law, of legends on
certificates  representing  all of its Notes and shares of Common Stock issuable
upon conversion of its Notes to the following effect:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR THE
         SECURITIES  LAWS OF ANY STATE.  THE  SECURITIES  MAY NOT BE TRANSFERRED
         EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT
         AND  APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT  TO AN  APPLICABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

         THE SECURITIES  REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE
         BENEFITS  OF A  REGISTRATION  RIGHTS  AGREEMENT  AMONG GT  INTERACTIVE
         SOFTWARE  CORP. AND THE ORIGINAL  PURCHASERS OF THE NOTES  REPRESENTED
         HEREBY. TRANSFEREES OF SUCH SECURITIES SHOULD REVIEW SUCH AGREEMENT TO
         DETERMINE THEIR RIGHTS.

                  4.7 Restricted Securities.  Such Stockholder  understands that
the  Notes  will  not be  registered  at the time of their  issuance  under  the
Securities  Act for the reason that the sale  provided for in this  Agreement is
exempt  pursuant to Section 4(2) of the  Securities Act and that the reliance of
the  Company  on such  exemption  is  predicated  in part on such  Stockholder's
representations set forth herein.

                  4.8 Broker's, Finder's or Similar Fees. There are no brokerage
commissions,  finder's  fees or  similar  fees  or  commissions  payable  by the
Stockholders,  in connection with the transactions  contemplated hereby based on
any agreement,  arrangement or understanding with the Stockholders or any action
taken by the Stockholders.

                  4.9 Accredited  Investors.  Such  Stockholder is an accredited
investor within the meaning of Rule 501(a) under the Securities Act.

                  4.10 Transfer.  On the date hereof,  such  Stockholder  has no
present intention to transfer such Stockholder's Notes to any Person that is not
an affiliate of such Stockholder.

                                       7
<PAGE>

                                   ARTICLE 5

                          CONDITIONS TO THE OBLIGATION
                          OF THE STOCKHOLDERS TO CLOSE

                  The obligation of the  Stockholders to exchange the Securities
for the Notes at the Closing and to perform any  obligations  hereunder shall be
subject to the  satisfaction as determined by, or waiver by, the Stockholders of
the following conditions on or before the Closing Date.

                  5.1 Purchase  Agreement.  The consummation of the transactions
contemplated  by the Purchase  Agreement  shall have occurred at or prior to the
Closing.

                  5.2  Operation  of Law.  Consummation  by the  Company  of the
acquisition  of the Preferred  Stock in exchange for the Notes shall not violate
Section 160 of the General Corporation Law of the State of Delaware.

                  5.3 Notes.  The  Company  shall be  prepared to deliver to the
Stockholders the principal amount of Notes set forth opposite such Stockholder's
name on Schedule  2.1 hereto,  registered  in the name of such  Stockholder,  as
applicable.

                  5.4   Subordination.   The   Stockholders,   the  Company  and
Infogrames  US shall have  entered  into a  Subordination  Agreement in form and
substance reasonably satisfactory to the Stockholders

                  5.5 Representations and Warranties. All of the representations
and  warranties  of the Company  contained in Article 3 hereof shall be true and
correct in all material  respects on the Closing Date, as if made by the Company
on such date.

                                   ARTICLE 6

              CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE

                  The  obligation  of the  Company  to issue  the  Notes and the
obligation of the Company to perform its other obligations  hereunder,  shall be
subject to the  satisfaction  as determined by, or waiver by, the Company of the
following conditions on or before the Closing Date:

                  6.1 Purchase  Agreement.  The consummation of the transactions
contemplated  by the Purchase  Agreement  shall have occurred at or prior to the
Closing.

                  6.2  Operation  of Law.  Consummation  by the  Company  of the
acquisition  of the Preferred  Stock in exchange for the Notes shall not violate
Section 160 of the General Corporation Law of the State of Delaware.

                  6.3  Payment of  Purchase  Price.  Each  Stockholder  shall be
prepared to deliver the Securities.

                                       8
<PAGE>

                  6.4 Representations and Warranties. All of the representations
and warranties of the  Stockholders  contained in Article 4 hereof shall be true
and correct in all  material  respects on the  Closing  Date,  as if made by the
Stockholders on such date.


                                   ARTICLE 7

                              AFFIRMATIVE COVENANTS

                  The Company hereby  covenants and agrees with the Stockholders
as follows:

                  7.1  No  Disposition   or  Encumbrance  of  Securities.   Each
Stockholder  hereby  covenants  and agrees that from the date  hereof  until the
consummation of the transactions contemplated by the Purchase Agreement,  except
as  contemplated by this Agreement,  such  Stockholder  shall not, and shall not
offer or agree to, sell,  transfer,  tender,  assign,  hypothecate  or otherwise
dispose  of,  or  create or  permit  to exist  any Lien  with  respect  to,  the
Securities, except to the extent resulting from the Voting Agreement.

                  7.2 Financial  Statements and Other  Information.  The Company
shall deliver to each Stockholder at any time when the Company is not subject to
Section 13 or 15(d) of the  Exchange  Act,  upon  request  of such  Stockholder,
information  of the type that would satisfy the  requirements  of Rule 144(c)(2)
and Rule 144A(d)(4)(i) (or any similar  successor-provisions  thereof) under the
Securities Act.

                  7.3  Reservation  of Common  Stock.  The Company  shall at all
times reserve and keep available out of its  authorized  shares of Common Stock,
solely for the purpose of issue or delivery upon  conversion  of the Notes,  the
maximum  number of shares of Common  Stock that may be issuable  or  deliverable
upon such conversion;  provided,  however, that to the extent the Company, as of
the date hereof, has an insufficient number of authorized shares of Common Stock
reserved  for  issuance  upon  conversion  of the Notes,  the Company  shall use
commercially  reasonable  efforts to take all actions  necessary to increase and
reserve for  issuance  such number of  authorized  shares of Common  Stock as is
equal to the  maximum  number of shares of Common  Stock that may be issuable or
deliverable upon conversion of the Notes, which actions shall include preparing,
filing and mailing an information statement on Schedule 14C under the Securities
Exchange Act of 1934 as soon as  practicable.  The Company  shall issue all such
shares of  Common  Stock in  accordance  with the  terms of the  Certificate  of
Incorporation,  as  amended,  and  otherwise  comply  with the terms  hereof and
thereof.

                  7.4  Registration  and Listing.  If any shares of Common Stock
required  to be  reserved  for  purposes  of  conversion  of the  Notes  require
registration with or approval of any Governmental Authority under any Federal or
state or other  applicable  law before such shares of Common Stock may be issued
or  delivered  upon   conversion,   the  Company  will  in  good  faith  and  as
expeditiously  as  possible  cause  such  shares  of  Common  Stock  to be  duly
registered or approved, as the case may be. The Stockholders will cooperate with
the Company,  as necessary,  in preparing any documents or making any filings in
connection with such  registration  or approval.  So long as the Common Stock is
quoted on The Nasdaq Stock  Market,  Inc. or listed on any  national  securities
exchange,  the  Company  will,  if  permitted  by the  rules of such  system

                                       9
<PAGE>

or exchange, quote or list and keep quoted or listed on such system or exchange,
upon  official  notice of  issuance,  all  shares of Common  Stock  issuable  or
deliverable upon conversion or exchange of the Notes.

                  7.5  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

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<PAGE>

                       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.

                  7.6 Subordination. Each Stockholder agrees that the Short-Term
Note (as defined in the Purchase  Agreement) shall be deemed for all purposes of
its  respective  Subordinated  Note  to  be  Senior  Debt  (as  defined  in  the
Subordinated  Note),  including  without  limitation  with respect to rights and
remedies of the holders of Senior Debt and the  obligations of the  Stockholders
as they relate to Senior Debt.

                                   ARTICLE 8

                            TERMINATION OF AGREEMENT

                  8.1 Termination. This Agreement may be terminated prior to the
Closing as follows:

                  (a)  at any time on or prior to the  Closing  Date,  by mutual
                  written consent of the Company and the Stockholders; or

                  (b)  upon the termination of the Purchase Agreement; or

                  (c)  at any time after  September 30, 2000, by written  notice
                  of either party.

                  If this Agreement so terminates, it shall become null and void
and have no further force or effect, except as provided in Section 8.2.

                  8.2  Survival.   If  this  Agreement  is  terminated  and  the
transactions  contemplated  hereby are not consummated as described above,  this
Agreement  shall become void and of no further force and effect;  except for the
provisions of this Section 8.2; provided,  that none of the parties hereto shall
have any liability in respect of a  termination  of this  Agreement  pursuant to
Section  8.1(a) or  Section  8.1(b);  and  provided,  further,  that none of the
parties hereto shall have any liability for speculative, indirect, unforeseeable
or  consequential  damages  resulting  from any legal  action  relating  to this
Agreement or any termination of this Agreement.

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<PAGE>

                                   ARTICLE 9

                                  MISCELLANEOUS

                  9.1   Survival  of   Representations   and   Warranties.   The
representations  and  warranties  made herein shall  survive the  execution  and
delivery  of  this  Agreement,   notwithstanding   any  investigation   made  or
information  obtained by the other party but shall  terminate at Closing  except
for those  contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 4.1, 4.2, 4.3, 4.4 and
4.5 hereof and this Section 9.1 which shall survive beyond the Closing.

                  9.2  Notices.  All notices,  demands and other  communications
provided  for or  permitted  hereunder  shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested,  telecopier,
courier service or personal delivery:

                  (a)      if to the Company, to:

                           GT Interactive Software Corp.
                           417 Fifth Avenue
                           New York, NY  10016
                           Telecopy:  (212)
                           Attention: Chief Executive Officer

                           with a copy to:

                           Kramer, Levin, Naftalis & Frankel
                           919 Third Avenue
                           New York, New York  10022
                           Telecopy:  (212) 715-8000
                           Attention:  David P. Levin, Esq.

                  (b)      if to the Stockholders, to:

                           c/o General Atlantic Service Corporation
                           3 Pickwick Plaza
                           Greenwich, Connecticut 06830
                           Telecopy:  (203) 622-8818
                           Attention: William E. Ford

                           with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, New York 10019-6064
                           Telecopy:  (212) 757-3990
                           Attention:  Matthew Nimetz, Esq.

                  All such  notices and  communications  shall be deemed to have
been duly given when delivered by hand, if personally delivered;  when delivered
by

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<PAGE>

courier,  if delivered by  commercial  courier  service;  five (5) Business Days
after being deposited in the mail, postage prepaid,  if mailed; and when receipt
is mechanically acknowledged, if telecopied.

                  9.3 Successors and Assigns;  Third Party  Beneficiaries.  This
Agreement  shall inure to the benefit of and be binding upon the  successors and
permitted assigns of the parties hereto.  Subject to applicable securities laws,
each of the Stockholders may assign any of its rights,  but not its obligations,
under this Agreement to any of its affiliates. The Company may not assign any of
its rights under this Agreement without the written consent of the Stockholders.
No Person  other than the  parties  hereto and their  successors  and  permitted
assigns is intended to be a beneficiary of this Agreement.

                  9.4 Amendment and Waiver.

                  (a) No  failure  or delay on the  part of the  Company  or the
                      Stockholders  in  exercising  any  right,  power or remedy
                      hereunder shall operate as a waiver thereof, nor shall any
                      single or partial  exercise  of any such  right,  power or
                      remedy preclude any other or further  exercise  thereof or
                      the  exercise  of any other  right,  power or remedy.  The
                      remedies  provided for herein are  cumulative  and are not
                      exclusive  of any  remedies  that may be  available to the
                      Company  or  the   Stockholders   at  law,  in  equity  or
                      otherwise.

                  (b) Any  amendment,  supplement or  modification  of or to any
                      provision of this  Agreement,  any waiver of any provision
                      of this Agreement, and any consent to any departure by the
                      Company  or  the  Stockholders   from  the  terms  of  any
                      provision of this Agreement, shall be effective only if it
                      is made or given in writing  and signed by the Company and
                      the  Stockholders.  Except  where  notice is  specifically
                      required by this Agreement,  no notice to or demand on the
                      Company in any case shall entitle the Company to any other
                      or   further   notice  or  demand  in   similar  or  other
                      circumstances.

                  9.5 Counterparts. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  9.6  Headings.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                  9.7  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.

                  9.8  Severability.  If any  one  or  more  of  the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the remaining  provisions  hereof shall not be in any way  impaired,  unless the


                                       13
<PAGE>

provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

                  9.9  Entire  Agreement.  This  Agreement,  together  with  the
exhibits and schedules hereto, and the other Transaction Documents,  is intended
by the parties as a final  expression  of their  agreement  and intended to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties  hereto in respect of the subject matter  contained  herein and therein.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or referred to herein or therein. This Agreement,  together with
the  exhibits  and  schedules  hereto  and  the  other  Transaction   Documents,
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

                  9.10 Fees.  Upon the Closing,  the Company shall reimburse the
Stockholders  for their  reasonable  fees,  disbursements  and other  charges of
counsel  incurred  in  connection  with the  transactions  contemplated  by this
Agreement.

                  9.11  Publicity.  Except  as may  be  required  by  applicable
Requirement of Law, none of the parties  hereto shall issue a publicity  release
or  public  announcement  or  otherwise  make  any  disclosure  concerning  this
Agreement or the transactions contemplated hereby, without prior approval by the
other  parties  hereto  (which  approval  shall not be  unreasonably  withheld);
provided, however, that nothing in this Agreement shall restrict any Stockholder
from disclosing  information (a) that is already publicly available;  (b) to the
prospective  transferee in connection with any  contemplated  transfer of any of
the Notes; and (c) to its attorneys, accountants, consultants and other advisors
to the  extent  necessary  to obtain  their  services  in  connection  with such
Stockholder's  investment in the Company.  GAP LLC may disclose on its worldwide
web page, www.gapartners.com, the name of the Company, its address, the identity
of the Chief Executive  Officer, a description of the Company's business and the
aggregate dollar amount invested by the  Stockholders in the Company;  provided,
that GAP LLC shall not disclose any information  pertaining to the  transactions
contemplated under this Agreement or the Transaction Documents at any time prior
to the  publication of a press release by the Company.  If any  announcement  is
required  by  law  to be  made  by  any  party  hereto,  prior  to  making  such
announcement  such party will deliver a draft of such  announcement to the other
parties and shall give the other parties an opportunity to comment thereon.

                  9.12 Further  Assurances.  Each of the parties  shall  execute
such  documents and perform such further acts  (including,  without  limitation,
obtaining  any  consents,  exemptions,  authorizations  or other  actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person, and otherwise  fulfilling,  or causing the fulfillment of, the
conditions  to  Closing  set  forth in  Articles  5 and 6) as may be  reasonably
required  or  desirable  to  carry  out or to  perform  the  provisions  of this
Agreement  and to  consummate  and make  effective  as promptly as possible  the
transactions contemplated by this Agreement.

                  9.13  Registrable  Securities.  The parties  hereby  agree and
acknowledge  that all of the shares of Common Stock issuable upon  conversion of
the  Notes  constitute  "Registrable  Securities"  within  the  meaning  of  the
Registration Rights Agreement.

                                       14
<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Securities  Exchange  Agreement to be executed and delivered by their respective
officers hereunto duly authorized on the date first above written.

                                  GT INTERACTIVE SOFTWARE CORP.


                                  By: /s/ THOMAS A. HEYMANN
                                     ---------------------------------
                                     Name:  Thomas A. Heymann
                                     Title: Chief Executive Officer


                                  GENERAL ATLANTIC PARTNERS 54, L.P.

                                  By:  GENERAL ATLANTIC PARTNERS, LLC,
                                       its General Partner

                                  By: /s/ WILLIAM E. FORD
                                     ---------------------------------
                                     Name:  William E. Ford
                                     Title: Managing Member


                                  GAP COINVESTMENT PARTNERS II, L.P.

                                  By: /s/ WILLIAM E. FORD
                                     ---------------------------------
                                     Name:  William E. Ford
                                     Title: General Partner


                                       15