0001104659-06-010703 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION GOLF GALAXY, INC. GOLFWORKS ACQUISITION CORP. and RALPH MALTBY ENTERPRISES, INC. A/K/A THE GOLFWORKS RALPH D. MALTBY DONNA D. MALTBY MARK R. MCCORMICK Dated as of February 15, 2006

Merger Agreement • February 21st, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores • Minnesota

• Contract Type
  Merger Agreement
• Filed
  February 21st, 2006
• Company
  Golf Galaxy, Inc.
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  Minnesota

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of February 15, 2006, by and among Golf Galaxy, Inc., a Minnesota corporation (“Parent”); GolfWorks Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of Parent (“Sub”); Ralph Maltby Enterprises, Inc. a/k/a The GolfWorks, an Ohio corporation (the “Company”); and Ralph D. Maltby, Donna D. Maltby and Mark R. McCormick (each of the foregoing individuals being sometimes referred to individually as a “Shareholder” and referred to collectively as the “Shareholders”).