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 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
AGREEMENT 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
This 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).
VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005Voting Agreement and Irrevocable Proxy • April 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
The 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
