Standard Contracts
Common StockUnderwriting Agreement • November 19th, 1999 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • New York
Contract Type FiledNovember 19th, 1999 Company Industry Jurisdiction
Assumed Liabilities 2.3 Assignment and Assumption Agreement 2.1(c)(ii) Bill of Sale 2.1(c)(i) Books and Records 3.2(a)(viii) Business Preamble Buyer Preamble Buyer Related Instruments 6.2(a) Cash 2.1(b) Claims 5.4 Closing 3.1 Closing Date 3.1 Code 2.4...Asset Purchase Agreement • October 10th, 2002 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledOctober 10th, 2002 Company Industry Jurisdiction
1. Definitions 1 2. Condition 3 3. Appointment 4 4. Term 4 5. Fees and Expenses 4 6. Initial Term 6 7. Calculation of Turnover and Profit 6 8. Profit and Adjustments 9 9. Managing Director 10 10. Licence Agreement 10 11. Indemnity to be given by EBI...Services Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • London
Contract Type FiledJune 23rd, 1998 Company Industry Jurisdiction
BACKGROUND:Indemnification Agreement • October 10th, 2002 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledOctober 10th, 2002 Company Industry Jurisdiction
BACKGROUNDLoan and Security Agreement • July 28th, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJuly 28th, 1998 Company Industry Jurisdiction
Exhibit 10.15 Type: EX - 10.15 Employment Agreement by and between Electronics Boutique Holdings Corp. and Steven R. Morgan EMPLOYMENT AGREEMENT AGREEMENT dated as of the 5th day of December, 2000 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a...Employment Agreement • April 30th, 2001 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledApril 30th, 2001 Company Industry Jurisdiction
by and amongMerger Agreement • April 6th, 2000 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledApril 6th, 2000 Company Industry Jurisdiction
Exhibit 2.2 SHAREHOLDER AGREEMENT SHAREHOLDER AGREEMENT (this "AGREEMENT"), dated as of March 31, 2000, by and between Electronics Boutique Holdings Corp., a Delaware corporation ("PARENT"), and David R. Pomije (the "SHAREHOLDER"). W I T N E S S E T...Shareholder Agreement • April 6th, 2000 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledApril 6th, 2000 Company Industry Jurisdiction
BETWEENLease Agreement • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
Contract Type FiledJuly 22nd, 1998 Company Industry
Exhibit 10.16 AGREEMENT AND BILL OF SALE THIS AGREEMENT AND BILL OF SALE (this "Agreement") is entered into as of the 13th day of July, 1998 by and between EB NEVADA INC., a Nevada corporation having its principal office at 2255-A Renaissance Drive,...Bill of Sale • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJuly 22nd, 1998 Company Industry Jurisdiction
FORM OF INDEMNIFICATION AGREEMENT AGREEMENT dated as of this ____ day of ________________, 1998, between Electronics Boutique Holdings Corp., a Delaware corporation (the "Company") and ______________________ (the "Indemnitee"). WHEREAS, the Company...Indemnification Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledJune 23rd, 1998 Company Industry Jurisdiction
EXHIBIT 1.1 4,000,000 SHARES ELECTRONICS BOUTIQUE HOLDINGS CORP. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2001 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Nevada
Contract Type FiledAugust 3rd, 2001 Company Industry Jurisdiction
EX - 10.1 Employment Agreement by and between Electronics Boutique Holdings Corp. and James A. Smith EMPLOYMENT AGREEMENT AGREEMENT dated as of the 21st day of August, 2000 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the...Employment Agreement • December 12th, 2000 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledDecember 12th, 2000 Company Industry Jurisdiction
This Second Amendment to Loan and Security Agreement ("Amendment") is made as of the ____ day of July, 1998 by and among Fleet Capital Corporation ("Lender"), a Rhode Island corporation with an office at 200 Glastonbury Road, Glastonbury, CT 06033 and...Loan and Security Agreement • July 28th, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJuly 28th, 1998 Company Industry Jurisdiction
Exhibit 10.5 THE ELECTRONICS BOUTIQUE, INC. LOAN AND SECURITY AGREEMENT Dated: March 16, 1998 FLEET CAPITAL CORPORATION __________________________________________________Loan and Security Agreement • March 24th, 1998 • Electronics Boutique Holdings Corp • Pennsylvania
Contract Type FiledMarch 24th, 1998 Company Jurisdiction
EX. 10.2 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this "AGREEMENT") is entered into as of _____________ __, 2002, by and between Electronics Boutique of America Inc., a Pennsylvania corporation ("SELLER") and Sports Collectibles Acquisition...Transition Agreement • October 10th, 2002 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledOctober 10th, 2002 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2003 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledMay 2nd, 2003 Company Industry JurisdictionAGREEMENT dated as of the 7th day of November, 2002 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the "Company"), and Jeffrey W. Griffiths (the "Executive").
FORM OF EMPLOYMENT AGREEMENT AGREEMENT dated as of the ____day of _____________, 1998 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the "Company"), and JOHN R. PANICHELLO (the "Executive"). WHEREAS, the Executive has been...Employment Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJune 23rd, 1998 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER BY AND AMONG GAMESTOP CORP. GAMESTOP, INC. GSC HOLDINGS CORP., COWBOY SUBSIDIARY LLC, EAGLE SUBSIDIARY LLC AND ELECTRONICS BOUTIQUE HOLDINGS CORP. DATED AS OF APRIL 17, 2005Agreement and Plan of Merger • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledApril 26th, 2005 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 17, 2005, by and among GameStop Corp., a Delaware corporation (“GameStop”), GameStop, Inc., a Minnesota corporation (“GameStop, Inc.”) , GSC Holdings Corp., a Delaware corporation and wholly-owned subsidiary of GameStop, Inc. (“Holdco”), Cowboy Subsidiary LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (“GameStop Merger Sub”), Eagle Subsidiary LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (“Company Merger Sub” and, together with GameStop Merger Sub, the “Merger Subs”), and Electronics Boutique Holdings Corp., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June __, 1998 by and between ELECTRONICS BOUTIQUE HOLDINGS CORP., a corporation organized under the laws of the State of Delaware, with headquarters...Registration Rights Agreement • July 6th, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledJuly 6th, 1998 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledApril 18th, 2005 Company Industry JurisdictionThis REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of , 2005, by and among GSC Holdings Corp., a Delaware corporation (the “Company”), and EB Nevada Inc., a corporation and James J. Kim (the “Stockholders”), and each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 11 hereof. Capitalized terms used herein without definition shall the respective meanings ascribed thereto in the Merger Agreement (as defined below).
BACKGROUNDJoinder to Loan and Security Agreement • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
Contract Type FiledJuly 22nd, 1998 Company Industry
VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005Voting Agreement and Irrevocable Proxy • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Contract Type FiledApril 26th, 2005 Company Industry JurisdictionThe undersigned (the "Stockholders," and each a "Stockholder") understand that Electronics Boutique Holdings Corp., a Delaware corporation ("Company"), and GameStop Corp., a Delaware corporation ("GameStop"), GameStop, Inc., a Delaware corporation, GSC Holding Corp. ("Holdco"), a Delaware corporation, Cowboy. Subsidiary LLC, a Delaware limited liability company, and Eagle Subsidiary LLC, a Delaware limited liability company, propose to enter into an Agreement and Plan of Merger, dated as of April 17, 2005 (the "Merger Agreement"), providing for, among other things, the Mergers, in which, among other things, (i) each issued and outstanding share of Class A common stock, par value $0.001 per share, of GameStop ("GameStop Class A Common Stock") will be converted into the right to receive one share of Class A Common Stock, par value $0.001 per share, of Holdco (the "Holdco Class A Common Stock") and (ii) each issued and outstanding share of Class B Common Stock, par value $0.001 per share,
ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT THIS ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT (this "ASSIGNMENT") is made effective the 31st day of May, 1998, by and between THE ELECTRONICS BOUTIQUE, INC., a Pennsylvania corporation having...Assignment, Bill of Sale and Assumption Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJune 23rd, 1998 Company Industry Jurisdiction
FORM OF EMPLOYMENT AGREEMENT AGREEMENT dated as of the __ day of _________________, 1998 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the "Company"), and JEFFREY W. GRIFFITHS (the "Executive"). WHEREAS, the Executive has been...Employment Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJune 23rd, 1998 Company Industry Jurisdiction
Exhibit 10.17 AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTERESTS This Agreement and Consent to Assignment and Assumption of Partnership Interests (this "Agreement") is entered into as of the 13th day of July, 1998 by and among...Agreement and Consent to Assignment and Assumption of Partnership Interests • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledJuly 22nd, 1998 Company Industry Jurisdiction
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2003 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
Contract Type FiledDecember 9th, 2003 Company IndustryThis THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 5th day of September, 2003, by and among FLEET CAPITAL CORPORATION, as lender (together with its successors and assigns, the “Lender”), ELECTRONICS BOUTIQUE OF AMERICA INC., as borrower (the “Borrower”), and Electronics Boutique Holdings Corp. (“EB Holdings”) and EB Investment Corp. (together with EB Holdings, the “Guarantors” and each individually as a “Guarantor”; the Guarantors and the Borrower being sometimes referred to herein collectively as the “Credit Parties” and each individually as a “Credit Party”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Contract Type FiledMarch 22nd, 2005 Company Industry JurisdictionThis FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 16th day of March, 2005, by and among FLEET RETAIL GROUP, INC. (successor-by-assignment to Fleet Capital Corporation), as lender (together with its successors and assigns, the “Lender”), ELECTRONICS BOUTIQUE OF AMERICA INC., as borrower (the “Borrower”), and ELECTRONICS BOUTIQUE HOLDINGS CORP. (“EB Holdings”) and EB INVESTMENT CORP. (together with EB Holdings, the “Guarantors” and each individually as a “Guarantor”; the Guarantors and the Borrower being sometimes referred to herein collectively as the “Credit Parties” and each individually as a “Credit Party”).
AGREEMENT is made the 30th day of January 2004Distribution Agreement • February 2nd, 2004 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • England
Contract Type FiledFebruary 2nd, 2004 Company Industry Jurisdiction
VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005Voting Agreement and Irrevocable Proxy • April 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
Contract Type FiledApril 18th, 2005 Company IndustryThe undersigned (the “Stockholders,” and each a “Stockholder”) understand that Electronics Boutique Holdings Corp., a Delaware corporation (“Company”), and GameStop Corp., a Delaware corporation (“GameStop”), GameStop, Inc., a Delaware corporation, GSC Holding Corp. (“Holdco”), a Delaware corporation, Cowboy Subsidiary LLC, a Delaware limited liability company, and Eagle Subsidiary LLC, a Delaware limited liability company, propose to enter into an Agreement and Plan of Merger, dated as of April 17, 2005 (the “Merger Agreement”), providing for, among other things, the Mergers, in which, among other things, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) will be converted into the right to receive cash and a certain number of shares of Class A Common Stock, par value $0.001 per share, of Holdco (the “Holdco Common Stock”). Capitalized terms used without definition in this Voting Agreement (the “Agreement”) shall have