AGREEMENT AND PLAN OF MERGER among TOYS “R” US, INC., GLOBAL TOYS ACQUISITION, LLC, and GLOBAL TOYS ACQUISITION MERGER SUB, INC. Dated as of March 17, 2005Merger Agreement • March 22nd, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
AGREEMENT AND PLAN OF MERGER dated as of March 17, 2005 (this “Agreement”) among Global Toys Acquisition, LLC, a Delaware limited liability company (“Parent”), Global Toys Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and Toys “R” Us, Inc., a Delaware corporation (the “Company”).
ContractRights Agreement • March 22nd, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of March 17, 2005, (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of April 16, 1999, as amended by the Amendment, dated as of June 3, 2002 (as so amended, the “Rights Agreement”), by and between Toys “R” Us, Inc. (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.
