Exhibit 1
GameStop Corp.
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Public Offering of Common Stock
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January 28, 2002
Xxxxxxx Xxxxx Xxxxxx Inc.
UBS Warburg LLC
SunTrust Capital Markets, Inc.
Xxxxxxx Xxxxx & Company, L.L.C.
As Representatives of the several Underwriters,
c/o Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between GameStop Corp., a
Delaware corporation (the "Company"), and each of you as representatives of a
group of Underwriters named therein, relating to an underwritten public offering
of Class A Common Stock, $.001 par value (the "Common Stock"), of the Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Xxxxxxx Xxxxx Xxxxxx Inc., offer, sell, contract to sell, pledge or
otherwise dispose of, (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of capital stock of the Company or any securities convertible into, or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of one hundred and eighty
(180) days after the date of the Underwriting Agreement. Notwithstanding the
foregoing, the undersigned may transfer any or all of the shares of Common Stock
or any securities convertible into or exchangeable or exercisable for Common
Stock owned by the undersigned either during his or her lifetime or on death, by
gift, will or intestate succession to his or her immediate family or to a trust
the beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family or to a charitable trust of which the
undersigned and/or a member or members of his or her immediate family are the
sole trustee(s); provided, however, that in any such transfer, it shall be a
condition to such transfer that the transferee execute an agreement stating that
the transferee is receiving and holding the shares of Common Stock subject to,
and the transferee agrees to be bound by, the provisions of this letter
agreement, and there shall be no further transfer of such shares of Common Stock
except in accordance with this letter agreement.
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Date (as defined in the Underwriting Agreement), the agreement set
forth above shall likewise be terminated.
Yours very truly,
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
