0001104659-05-018234 Sample Contracts

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, 2005

Agreement and Plan of Merger • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 26th, 2005
• Company
  Electronics Boutique Holdings Corp
• Industry
  Retail-computer & computer software stores
• Jurisdiction
  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”).

VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005

Voting Agreement and Irrevocable Proxy • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware

• Contract Type
  Voting Agreement and Irrevocable Proxy
• Filed
  April 26th, 2005
• Company
  Electronics Boutique Holdings Corp
• Industry
  Retail-computer & computer software stores
• Jurisdiction
  Delaware

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, (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,