Common use of Capital Structure Clause in Contracts

Capital Structure. (a) GameStop represents and warrants that the authorized capital stock of GameStop consists entirely of (i) 300,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 36,310,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 12,300,000 shares of GameStop Class B nonvoting common stock, par value $0.01 per share (the "Company Nonvoting Common Stock Stock") and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop the "Company Preferred Stock”"), of which 500,000 36,310 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop the "Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At As of the close of business on April 1430, 2005 2002, (i) 24,563,228 15,306,095 shares of GameStop Class Company Common Stock (excluding shares held by the Company as treasury shares) were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company as treasury shares, (iii) 1,458,610 shares of Company Common Stock were reserved and available for issuance pursuant to the 1994 Long-Term Incentive Plan, the 1997 Non-Employee Director Stock Option Plan and the 1997 Executive Deferred Compensation Stock Option Plan (such plans, collectively, the "Company Stock Plans"), (iv) 1,458,610 shares of Company Common Stock were subject to outstanding options or other rights to purchase shares of Company Common Stock granted under the Company Stock Plans (the "Company Stock Options"), (v) 36,310 shares of Company Series A Preferred Stock were authorized for issuance upon the exercise of the rights (the "Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement dated as of December 28, 2000, between the Company and Mellon Investor Services LLC, as rights agent (the "Rights Agreement"), (vi) no shares of Company Nonvoting Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock outstanding or were held by GameStop the Company in its treasury; treasury and (iivii) 29,901,662 no shares of GameStop Class B Common Company Preferred Stock were issued and outstanding; (iiioutstanding or were held by the Company in its treasury. Section 3.01(c) of the Company Disclosure Schedule sets forth a true, complete and correct list, as of the close of business on April 30, 2002, of all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each Company Stock Option and the names of the holders thereof. All Company Stock Options may, by their terms, be converted into an option to acquire Parent Common Stock in accordance with and to the extent provided by Section 5.05. Each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies. Except as set forth above, as of the close of business on April 30, 2002, no shares of GameStop Class B Common Stock capital stock of, or other equity or voting interests in, the Company or options, warrants or other rights to acquire any such stock, securities or interests were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were issued, reserved for issuance in connection with or outstanding. During the right period from April 30, 2002, to purchase GameStop Series A Preferred the date of this Agreement (A) there have been no issuances by the Company or any of its Subsidiaries of shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of the GameStop Rights this Agreement; , and (vB) approximately 13,124,915 there have been no issuances by the Company or any of its Subsidiaries of options, warrants or other rights to acquire shares of GameStop Class A Common capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units or other rights (other than the Rights and the Company Stock were subject Options) that are linked to issued and outstanding options to purchase GameStop Class A the price of Company Common Stock granted under the GameStop Company Stock Option PlanPlans or otherwise. All outstanding shares of capital stock of GameStop Company Common Stock are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, and, except as set forth above, no securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote. Except as set forth above, there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract. There are not outstanding contractual obligations of the Company or any of its Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (2) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, there are no irrevocable proxies and no voting agreements to which the Company is a party with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, the outstanding indebtedness of the Company and its subsidiaries is as set forth on Section 3.01(c) of the Company Disclosure Schedule. There are no outstanding guarantees (or any similar instruments or contracts) of indebtedness by the Company or any of its subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 .01 per share share, of the Company (“GameStop "Company Authorized Preferred Stock”"), of which 500,000 1,000,000 shares have been designated as Company Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop Series A "Company Preferred Stock”), ") and no other shares of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Company Authorized Preferred Stock (the “GameStop Rights”)have been designated. At the close of business on April 14October 29, 2005 2000: (i) 24,563,228 42,382,655 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Company Common Stock were issued and outstanding; (ii) 10,376,039 shares of Company Common Stock were held by the Company in its treasury (such shares, "Company Treasury Stock") and no shares of Company Common Stock were held by subsidiaries of the Company; (iii) no shares of GameStop Class B Common Company Preferred Stock were held by GameStop in its treasury; (iv) 500,000 issued and outstanding and 1,000,000 shares of GameStop Series A Company Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Rights Agreement; (iv) no shares of Company Preferred Stock were held by the Company in its treasury or were held by any subsidiary of the GameStop Rights AgreementCompany; and (v) approximately 13,124,915 5,987,587 shares of GameStop Class A Company Common Stock were subject reserved for issuance pursuant to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Company's 1992 Warrant Plan, Vacation Break U.S.A., Inc. 1995 Stock Option Plan, 1997 Stock Option Plan, 2000 Incentive Stock Plan, Vacation Break U.S.A. Inc. Directors' Plan, as amended, Warrant Agreements dated December 27, 1995, Warrant Agreements dated May 22, 1997 and Employee Stock Purchase Plan (the "Company Stock Plans"), of which 3,628,956 shares are subject to outstanding employee and non-employee director stock options (the "Company Stock Options"), 1,745,510 shares are subject to employee warrants (the "Company Warrants"), 230,322 shares are subject to awards of restricted Company Common Stock (collectively with Company Stock Options, Company Warrants and the awards described in Section 5.6(b), the "Company Awards"). All outstanding shares of capital stock of GameStop the Company are, and all shares that thereof which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as set forth in this Section 3.1(c) and except for changes since October 31, 2000 resulting from the issuance of shares of Company Common Stock pursuant to and in accordance with Company Awards and other rights referred to above in this Section 3.1(c), outstanding prior to October 31, 2000 (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, or any obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, or any obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any subsidiary of the Company or (C) obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. To the Company's knowledge, neither the Company nor any of its subsidiaries is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of the Company or any of its subsidiaries. To the knowledge of the Company, there are no voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 21,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 820,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Preferred Stock”)share, of which 500,000 53,572 shares have been designated Series are Class A Junior Participating Preferred Stock, par value $.001 0.01 per share (“GameStop Series A share, 21,786 shares are Class B Preferred Stock”), par value $0.01 per share, 100,000 shares are Class C Preferred Stock, par value $0.01 per share, and 644,642 shares are of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to such series as the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended Company Board may determine from time to time. As of the date of this Agreement, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 16,226,815 shares of GameStop Class A Common Stock and no shares of preferred stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 1,217,481 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 6.04), of which (x) Plan Options covering 700,863 shares of Common Stock are currently exercisable and (y) Plan Options covering 516,618 shares of Common Stock are currently not exercisable, of which Plan Options covering 485,400 shares of Common Stock have been granted subject to obtaining approval of the GameStop Rights Agreement; Company's stockholders and (vabsent such approval, which is subject to the last sentence of Section 5.01(b)) approximately 13,124,915 will not become exercisable as a result of the Transactions, and (iv) 1,457,602 shares of GameStop Class A Common Stock were subject reserved for issuance pursuant to issued other options ("Other Options" and, together with the Plan Options, the "Stock Options") granted to employees and outstanding options to purchase GameStop Class A Common Stock granted under former employees of the GameStop Stock Option PlanCompany. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued will pursuant to the Stock Plans or pursuant to the agreements representing outstanding Other Options described in clause (iv) above shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other entity.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 450,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 7,500,000 shares of preferred stock, par value $0.001 per share (the “GameStop Company Preferred Stock”)” and, of which 500,000 shares have been designated Series A Junior Participating Preferred together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14June 27, 2005 2012, (iA) 24,563,228 shares of GameStop Class A Common Stock 163,540,360 Shares were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock (B) zero Shares were held by GameStop in its treasury; the Company as treasury shares, (iiC) 29,901,662 shares (x) 15,812,111 Shares were reserved and available for future grants pursuant to the 2009 Equity Incentive Plan and zero Shares were reserved for issuance for future grants pursuant to the 2001 Stock Option Plan and the 2003 Non-Employee Directors’ Stock Option Plan, (y) 17,982,170 Shares were reserved for issuance upon exercise of GameStop Class B Common outstanding Company Stock Options pursuant to the 2009 Equity Incentive Plan, 2001 Stock Option Plan and the 2003 Non-Employee Directors’ Stock Option Plan, and (z)1,552,376 Shares were issued reserved for issuance upon settlement of outstanding Time-Based RSUs and outstanding; Performance-Based RSUs pursuant to the 2009 Equity Incentive Plan, (iiiD) 2,234,495 Shares were reserved for future issuance under the ESPP, (E) 9,415,425 Shares were reserved for issuance upon conversion of the Company’s 3.00% Convertible Senior Notes due 2014 (the “3.00% Convertible Senior Notes”), (F) no shares of GameStop Class B Company Common Stock were held owned by GameStop in its treasury; any Subsidiary of the Company and (ivG) 500,000 no shares of GameStop Series A Company Preferred Stock were issued or outstanding or held by the Company as treasury shares. The Company has made available to Parent a list of each Company Stock Option issued as of June 27, 2012, the holder thereof, the number of shares of Company Common Stock issuable thereunder and the exercise price thereof. (ii) Except as set forth above, at the close of business on June 27, 2012, no shares of Company Common Stock or other Equity Interests of the Company were issued, reserved for issuance or outstanding. Since the close of business on June 27, 2012 through the date of this Agreement, other than in connection with the right to purchase GameStop Series A Preferred issuance of Company Common Stock pursuant to the exercise of Company Stock Options outstanding as of June 27, 2012 (in accordance with the terms thereof as of such date), no shares of Company Common Stock or other Equity Interests of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock Company were subject to issued and there has been no change in the number of outstanding options to purchase GameStop Class A Common Company Stock granted under the GameStop Stock Option PlanOptions. All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time (including any Shares issued pursuant to the Top-Up Option) will be, be when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, free and clear of any Liens, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Certificate of Incorporation, the Company Bylaws or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound. Except as set forth above in Section 4.1(c)(i) or in Section 4.1(c)(ii) of the Company Disclosure Letter and except for the Top-Up Option, there are no options, warrants, calls, rights, convertible or exchangeable securities, stock-based performance units, or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (A) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other Equity Interests in, or any security convertible or exchangeable for any capital stock of or other equity security in, the Company or of any of its Subsidiaries or (B) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, call, right, convertible or exchangeable security, stock-based performance unit or Contract. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other Equity Interests of the Company or any such Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Stockholders may vote.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares of Class A GameStop Company Common Stock, par value $0.0001 per share (iithe “Company Common Stock”) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 45,000,000 shares of preferred stock, par value $0.001 0.0001 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14May 3, 2005 2019 (the “Measurement Date”), (i) 24,563,228 22,212,290 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 356,155 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; (ii) 29,901,662 subject to the Company Stock Options, 567,039 shares of GameStop Class B Company Common Stock were issued subject to Company TSUs, 384,250 shares of Company Common Stock were subject to the Company PSUs and outstanding; 71,728 shares of Company Common Stock were subject to the Company Board RSUs, (iii) no shares of GameStop Class B Company Common Stock were held by GameStop the Company in its treasury; , (iv) 500,000 2,173,913 shares of GameStop Series A Preferred Company Common Stock were subject to outstanding rights under the Company Warrant Agreement, (v) 1,499,387 additional shares of Company Common Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plans, and (vi) no shares of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Company Preferred Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under outstanding. Except as set forth above, at the GameStop Stock Option Plan. All outstanding close of business on the Measurement Date, no shares of capital stock of GameStop the Company were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the rights under the Company Warrant Agreement or rights under the Company Stock Plans. (b) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (c) As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). (d) Except as set forth above and in the Company Warrant Agreement and the applicable Designated Stockholder Voting Agreements, as of the date of this Agreement, there are no options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant or enter into any such option, warrant, security, unit, right or Contract or (iii) that give any Person the right to receive any economic interest of any nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for (A) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to awards granted pursuant to the Company Stock Plan and (B) the acquisition by the Company of Company Stock Options, Company TSUs, Company PSUs and Company Board RSUs in connection with the forfeiture of awards. (e) All Company Stock Options, Company TSUs, Company PSUs and Company Board RSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements may differ from such forms with respect to the number of Company Stock Options, Company TSUs, Company PSUs and Company Board RSUs or shares of Company Common Stock covered thereby, the exercise price (if applicable), the vesting schedule, the expiration date applicable thereto and other similar terms.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 180,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 1.00 per share (“GameStop Preferred Stock”)share, of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock Company (the “GameStop RightsCompany Preferred Stock”). At the close of business on April 14September 8, 2005 2017 (isuch date and time, the “Measurement Time”), (A) 24,563,228 57,621,261 shares of GameStop Class A Company Common Stock (excluding treasury shares but including 302,247 shares of Company Common Stock granted under the Company Stock Plans and subject to forfeiture conditions (the “Company Restricted Shares”)) were issued and outstanding, of which 3,262,887 (B) 11,313,763 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; the Company as treasury shares, (iiC) 29,901,662 2,086,845 shares of GameStop Class B Company Common Stock were issued reserved and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved available for issuance in connection with the right aggregate pursuant to the Company Stock Plans, options to purchase GameStop Series A Preferred shares of Company Common Stock pursuant to the terms Company Stock Plans (the “Company Stock Options”) were outstanding, entitling the holders thereof to receive an aggregate of 270,126 shares of Company Common Stock, performance-based restricted stock units granted under the GameStop Rights Agreement; Company Stock Plans (the “Company Performance Shares”) were outstanding, entitling the holders thereof to receive an aggregate of 52,204, 208,815 and 417,630 shares of Company Common Stock based on “threshold”, “target” and “maximum” performance levels, respectively, deferred stock units granted under the Benefit Plans (the “Company Deferred Stock Units”) were outstanding, entitling the holders thereof to receive an aggregate of 94,524 shares of Company Common Stock and phantom stock units granted under the Benefit Plans (the “Company Phantom Stock Units”) were outstanding, entitling the holders thereof to receive cash payments equal to the value of an aggregate of 12,986 shares of Company Common Stock (the Company Restricted Shares, the Company Stock Options, the Company Performance Shares, the Company Deferred Stock Units and the Company Phantom Stock Units collectively, the “Company Equity-Based Awards”) and (vD) approximately 13,124,915 1,820,525 shares of GameStop Class A Company Common Stock were subject reserved and available for issuance pursuant to the Company ESPP. As of the date of this Agreement, none of the issued and outstanding options to purchase GameStop Class A shares of Company Common Stock (other than the Company Restricted Shares) are subject to vesting or forfeiture conditions or a right of repurchase by the Company. All outstanding Company Equity-Based Awards have been granted under the GameStop Company Stock Option PlanPlans. Other than the Company Stock Plans and the award agreements thereunder, there is no plan, Contract or arrangement providing for the grant of Company Equity-Based Awards. No shares of Company Preferred Stock are issued or outstanding. No shares of Company Common Stock are owned by any Subsidiary of the Company. As of the date of this Agreement, other than the outstanding Company Equity-Based Awards or pursuant to the Company ESPP, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans or Company ESPP or otherwise from the Company, on a deferred basis or otherwise. (ii) Except for outstanding shares of Company Common Stock and Company Equity-Based Awards, as of the Measurement Time, no shares of capital stock of, or other equity or voting interests in, the Company, or securities convertible into, or exchangeable or exercisable for, any such capital stock of, or other equity or voting interests in, the Company were issued, reserved for issuance or outstanding. From the Measurement Time to the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of shares of Company Common Stock pursuant to the exercise or settlement of Company Equity-Based Awards outstanding as of the Measurement Time pursuant to the existing terms thereof and (B) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, restricted stock units, performance units, phantom stock awards, or other rights to acquire or receive shares of capital stock of, or other equity or voting interests in, the Company, or other securities that are linked to the value of Company Common Stock or the value of the Company or any part thereof. (iii) All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth in this Section 3.01(c), there are no (A) bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries that may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matter on which stockholders of the Company or its Subsidiaries may vote or (B) securities or other instruments or rights (including stock appreciation rights, phantom stock awards or other similar rights) issued by, or other obligations of, the Company or any of its Subsidiaries, in each case, that are linked to, or the value of which is in any way based upon or derived from, the value of any class of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, the value of the Company, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote (the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”). Except as set forth in this Section 3.01(c), there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, (x) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, (y) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company or any of its Subsidiaries. Except pursuant to the forfeiture conditions of the Company Equity-Based Awards outstanding as of the date of this Agreement and except pursuant to any cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity-Based Awards as in effect on the date of this Agreement, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (II) vote or dispose of any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the knowledge of the Company, as of the date of this Agreement there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14October 13, 2005 2006, (i) 24,563,228 45,449,433 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) approximately 4,300,000 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; reserved for issuance pursuant to the Company 1994 Stock Option Plan, the Company 1995 Stock Option Plan, the Company 1997 Stock Option Plan, the Company Amended and Restated 1999 Stock Option Plan, the Company 2000 Stock Option Plan and the Company 2002 Stock Option Plan (ii) 29,901,662 collectively, the “Company Stock Plans”), of which 2,925,854 shares of GameStop Class B Company Common Stock were issued subject to outstanding options to purchase shares of Company Common Stock (collectively, and outstanding; including any options to purchase shares of Company Common Stock granted after October 13, 2006, pursuant to the terms of this Agreement, “Company Stock Options”), (iii) no shares of GameStop Class B Common Company Preferred Stock were issued or outstanding or were held by GameStop in its treasury; the Company as treasury shares and (iv) 500,000 5,000,000 shares of GameStop Company Preferred Stock designated as Series A Junior Participating Preferred Stock were reserved for issuance in connection with the right rights (the “Rights”) to be issued pursuant to the Rights Agreement, dated as of August 11, 2000, between the Company and ▇▇▇▇▇ Fargo Bank, N.A. (as amended, the “Rights Agreement”). Except as set forth above in this Section 3.01(c), at the close of business on October 13, 2006, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer or rights of repurchase by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock. Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of October 13, 2006, of all outstanding Company Stock Options under the Company Stock Plans, the number of unpurchased shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise prices and vesting schedules thereof and the names of the holders thereof. Section 3.01(c) of the Company Disclosure Schedule also sets forth the aggregate number of unpurchased shares of Company Common Stock subject to outstanding Company Stock Options with exercise prices on a per share basis lower than $5.00 and the weighted average exercise price of such Company Stock Options. All Company Stock Options are evidenced by stock option agreements in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement contains terms that are inconsistent with such forms. With respect to the Company Stock Options, (A) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (B) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments or stipulations (“Legal Provisions”), including the rules and regulations of The NASDAQ Global Market and its predecessor markets (“Nasdaq”) or any other exchange on which Company securities are traded, (C) the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and (D) each such grant was properly accounted for in accordance with GAAP in the audited financial statements included in the Filed Company SEC Documents and disclosed in the Filed Company SEC Documents in accordance with the Exchange Act and all other applicable Legal Provisions. The Company has terminated the Company 2000 Employee Stock Purchase Plan (the “Company ESPP”), and no employee of the Company has any rights to purchase GameStop Series A Preferred shares of Company Common Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option PlanCompany ESPP. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 175,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 per share (the “GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share . (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). b) At the close of business on April 14November 8, 2005 2013, (i) 24,563,228 65,967,198 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 16,042,202 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 10,864,323 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with upon conversion of the right to purchase GameStop Series A Company’s 2.0% Senior Convertible Notes due 2017 (the “Convertible Notes”), (iv) no shares of Preferred Stock were issued or outstanding, (v) 10,864,323 shares of Company Common Stock were reserved for issuance upon the exercise of the Call-Spread Warrants and (vi) 20,350,000 shares of Company Common Stock were reserved for issuance pursuant to the terms Company’s Amended and Restated 2005 Equity Incentive Plan, the Company’s 2001 Equity Incentive Plan and the Company’s Amended and Restated 1995 Stock Option and Restricted Share Plan (such plans, together with the Company’s Amended and Restated 2000 Employee Stock Purchase Plan (the “Purchase Plan”), the “Company Stock Plans”), of the GameStop Rights Agreement; and (v) approximately 13,124,915 which 10,046,890 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options (other than purchase rights under the Purchase Plan) to purchase GameStop Class A acquire shares of Company Common Stock granted from the Company (the “Company Stock Options”), 35,667 shares of Company Common Stock were subject to issuance upon settlement of outstanding restricted share units (the “Company RSUs”) and 612,250 shares of Company Common Stock were subject to issuance upon settlement of outstanding performance share units (the “Company PSUs”), assuming achievement of the target level of performance at the end of the applicable performance period. As of the date of this Agreement, before giving effect to any “make-whole” adjustments set forth therein, the conversion ratio of the Convertible Notes is 52.9998 shares of Company Common Stock per $1,000 aggregate principal amount. As of the close of business on November 8, 2013, the Company held Company Hedge Options entitling the Company to receive up to 10,864,323 shares of Company Common Stock upon exercise of the Company Hedge Options, subject to adjustments, pursuant to the terms thereof. Prior to the date hereof, the Company has provided Parent with a complete and correct list of (A) each outstanding Company Stock Option, including the holder, date of grant, exercise price, vesting schedule and number of shares of Company Common Stock subject thereto and (B) each outstanding Company RSU and Company PSU, including the holder, date of grant, vesting schedule and number of shares of Company Common Stock thereof (for each Company PSU, assuming achievement of the target level of performance). (c) Since the close of business on November 8, 2013 until the date of this Agreement, (i) there have been no issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options, Company RSUs, Company PSUs and purchase rights under the GameStop Purchase Plan, in each case outstanding as of the close of business on November 8, 2013 and (ii) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants or other rights to acquire, or shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or “phantom” stock awards with respect to, any such stock, interests or securities, or derivative securities or other rights that are linked to the value of Company Common Stock Option or the value of the Company or any part thereof, other than purchase rights under the Purchase Plan. . (d) All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Convertible Notes, Company Stock Options, Company RSUs, Company PSUs, purchase rights under the Purchase Plan, Call-Spread Warrants or otherwise will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or, except for the Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 4.3 and for changes since the close of business on November 8, 2013 resulting from the exercise or settlement of Company Stock Options, Company RSUs, Company PSUs and purchase rights under the Purchase Plan outstanding on such date, (i) there are no issued, reserved for issuance or outstanding (A) shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (B) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (C) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries or (D) shares of deferred stock, restricted stock units, equity-based performance units, stock appreciation rights or “phantom” stock awards with respect to any capital stock of the Company or any of its Subsidiaries, or derivative securities or other rights that are directly or indirectly linked to the value of the Company Common Stock, or the value of the Company, any of its Subsidiaries or any assets or securities thereof and (ii) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities (except pursuant to the forfeiture of Company Stock Options, Company RSUs or Company PSUs or the acquisition by the Company of shares of Company Common Stock in settlement of the exercise price of a Company Stock Option or the Tax withholding obligations of holders of Company Stock Options, Company PSUs or Company RSUs, in each case in accordance with their terms as in effect on the date of this Agreement). (e) None of the Company Common Stock is owned by any Subsidiary of the Company.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stockStock, par value $0.001 .001 per share (“GameStop Preferred Stock”)share, and 10,000,000 shares of which 500,000 shares have been designated Series A Junior Participating Company Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), share. As of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14June 7, 2005 2001, there were: (i) 24,563,228 40,048,880 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (ii) 9,886 shares of Company Common Stock held in the treasury of the Company and no shares of Company Common Stock held by Subsidiaries of the Company; (iii) 10,644,566 shares of Company Common Stock reserved for issuance upon exercise of Company Stock Options available for grant pursuant to the Company Stock Plans; (iv) 5,260,447 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as set forth in the Company Disclosure Schedule; (v) 289,532 shares of Company Common Stock reserved for issuance pursuant to the Company's Employee Stock Purchase Plan (the "Stock Purchase Plan"); (vi) 1,899,234 shares of Company Common Stock issuable upon exercise of Company Warrants then outstanding and with an exercise price for each such Company Warrant as is set forth in the Company Disclosure Schedule; (vii) 3,682,720 shares of Company Common Stock issuable upon conversion of the Convertible Notes (for which Convertible Notes the conversion price under the Convertible Notes Indenture is $7.06); (viii) no shares of GameStop Class B Common Preferred Stock were held by GameStop in its treasuryissued and outstanding; (ivix) 500,000 shares of GameStop Series A Junior Participating Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (vx) approximately 13,124,915 no shares of GameStop Class A Common Company Preferred Stock in the treasury of the Company. Except as set forth above, as of June 7, 2001, there were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under no shares of capital stock or other equity securities of the GameStop Stock Option Plan. Company issued, reserved for issuance or outstanding. (b) All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Plans and the Company Warrants will be, when issuedissued and paid for in accordance with the terms of the Company Warrants and the Company Stock Plans, duly authorized, validly issued, fully paid and nonassessable and not subject to or preemptive rights. All securities issued by the Company were issued in violation compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. No shares of preemptive capital stock of the Company are owned by any Subsidiary of the Company. (c) Except as set forth in Section 2.03(a), there is no outstanding Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (collectively, "Voting Debt"). As used herein, "Indebtedness" means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such Person's business), (v) all capitalized lease obligations of such Person, (vi) all obligations of others secured by any Lien on property or assets (excluding encumbrances in the form of restrictions on use of Intellectual Property contained in license agreements or scientific collaboration agreements) owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (viii) all letters of credit issued for the account of such Person and (ix) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person. Except as set forth in Section 2.03(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character binding on the Company or any of its Subsidiaries relating to the issued or unissued Equity Interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, sell, repurchase, redeem or otherwise acquire or make any payment with respect to any Equity Interests of the Company or any of its Subsidiaries or any Minority Interests held by the Company or any of its Subsidiaries. To the Knowledge of the Company as of the date hereof, there are no irrevocable proxies with respect to shares of capital stock of the Company or any of its Subsidiaries. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act").

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14February 25, 2005 (i) 24,563,228 56,117,640 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 110,913 shares of GameStop Class B Company Common Stock were issued and outstanding; subject to issuance upon exercise of Company Stock Options (iiias defined in Section 7.04) no under the Company’s 1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, (iv) 8,004,358 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Equity Incentive Plan at a weighted average exercise price of $10.5900 per share, (ivv) 500,000 295,000 shares of GameStop Series A Preferred Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plans and (viii) no shares of Company Preferred Stock were issued. Except as set forth above and except for the shares of Company Common Stock reserved for issuance upon the exercise of the GameStop Rights Agreement; and (v) approximately 13,124,915 Top-Up Option, at the close of business on February 28, 2005, no shares of GameStop Class A Common Stock capital stock or other voting securities of the Company were subject to issued and issued, reserved for issuance or outstanding. There are no outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option PlanCompany SARs (as defined in Section 7.04). All outstanding shares of Company capital stock of GameStop are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above, as of February 28, 2005, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company capital stock. As of February 28, 2005, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. No person is entitled to registration rights with respect to any shares of capital stock of the Company. Except as contemplated in connection with the execution of this Agreement, there are no stockholder agreements, voting trusts or other agreements, Contracts or understandings to which the Company or any Company Subsidiary is a party or to which it is bound relating to the voting of any shares of capital stock of the Company or any Company Subsidiary. (b) The Company Board (as defined below) or a committee administering the Company Stock Plans has the power and authority to adjust the terms of all outstanding Company Stock Options and all outstanding Company SARs granted under any Company Stock Plan, by resolution or other action, to provide that each such Company Stock Option and Company SAR outstanding immediately prior to the Effective Time shall be cancelled in accordance with Section 7.04, with the holder thereof becoming entitled to receive the amount of cash specified in Section 7.04. Such cancellation of Company Stock Options and Company SARs in exchange for the cash payments described in Section 7.04 will extinguish any and all rights the holders of such Company Stock Options and Company SARs had or may have had in respect thereof. No consents of the holders of the Company Stock Options or Company SARs are necessary to effectuate the foregoing. The Company Board or a committee administering the Company Stock Plans has the power and authority to cause (i) the Company Stock Plans to terminate as of the Effective Time and (ii) the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company to be deleted as of the Effective Time. Following the Effective Time no holder of a Company Stock Option or Company SAR or any participant in any Company Stock Plan or other Company Benefit Plan will have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 50,000,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock par value $0.01 per share, and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred ,” and together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14March 12, 2005 2010, (i) 24,563,228 38,252 unvested Company Restricted Shares were issued and outstanding, (ii) 19,116 vested Company Restricted Shares were issued and outstanding, (iii) 12,485,101 other shares of GameStop Class A Company Common Stock (excluding shares of Company Common Stock held by the Company in its treasury and vested and unvested Company Restricted Shares) were issued and outstanding, (iv) no shares of Company Preferred Stock were issued and outstanding, of which 3,262,887 (v) 103,626 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iivi) 29,901,662 2,109,821 shares of GameStop Class B Company Common Stock were issued and outstanding; subject to outstanding Company Options, (iiivii) no 3,103,244 additional shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; reserved for issuance pursuant to the Company Stock Plans (iv) 500,000 including both 2,109,821 shares of GameStop Series A Preferred Company Common Stock were that are reserved for issuance in connection with outstanding Company Options and 993,423 shares of Company Common Stock that are reserved for issuance but are not subject to any outstanding options or other awards), in each case, subject to adjustments required to be made on the right to purchase GameStop Series A Preferred terms set forth in the Company Stock Plans, the Rollover Agreements and the other agreements set forth in Section 3.10(a) of the Company Disclosure Letter governing the Company Restricted Shares and Company Options, as applicable, and (viii) the only type of equity-based awards granted pursuant to the Company Stock Plans are Company Restricted Shares and Company Options, and Company Restricted Shares and Company Options are the only currently outstanding awards under such plans. Except as set forth above, at the close of business on March 12, 2010, subject to the exercise of Company Options into shares of Company Common Stock in accordance with the terms of such Company Option and except as contemplated by the GameStop Rights Agreement; and (v) approximately 13,124,915 Rollover Agreements or as permitted by Section 5.01(b), no shares of GameStop Class A Common Company Capital Stock were subject or other voting securities of the Company were, and, immediately prior to issued and outstanding options to purchase GameStop Class A Common the Effective Time no shares of Company Capital Stock granted under or other voting securities of the GameStop Stock Option Plan. Company will be, issued, reserved for issuance or outstanding. (b) All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or is otherwise bound. Except as set forth in Section 3.03(b) of the Company Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (x) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. (c) Section 3.03(c) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of all holders of outstanding Company Restricted Shares and Company Options, including, with respect to each holder thereof, (i) the exercise price per underlying share, if applicable, (ii) the term of each such Company Option, and (iii) whether such Company Option is a nonqualified stock option or incentive stock option. Prior to the date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Company Options and Company Restricted Shares, and, to the extent that any award has been granted that is evidenced by an award agreement that materially deviates from such form, the Company has provided to Parent a copy of such award agreement. With respect to each Company Option, (w) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, (x) (1) the award agreement governing such grant was duly executed and delivered by the Company and, to the Knowledge of the Company, each other party thereto, and (2) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of the NASDAQ National Market, and (y) the per share exercise price of each Company Option was not less than the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Option intended to qualify as an “incentive stock option,” and within the meaning of Section 409A of the Code, in the case of each other Company Option) of a share of Company Common Stock on the applicable Grant Date. Each Company Option intended to qualify as an “incentive stock option” under Section 422(b) of the Code, if any, so qualifies. (d) There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). (e) The Company does not have in place, and is not subject to, a stockholder rights plan, “poison pill” or similar plan or instrument. (f) Except as set forth in Section 3.03(f) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or anti-dilution right with respect to, any shares of Company Capital Stock, or other equity interests in, the Company or any Company Subsidiary. There are no outstanding contractual obligations of the Company or any Company Subsidiary to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary (other than in the ordinary course of business) or any other Person.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,050,000 shares of preferred stockPreferred Stock, par value $0.001 0.01 per share (“GameStop Preferred Stock”)share, of the Company, of which 500,000 (x) 50,000 shares have been designated Series A Junior Participating Non Voting Preferred Stock, par value $.001 per share Stock (“GameStop Series A Company Non Voting Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop ) and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A y) 50,000 shares have been designated Company Preferred Stock (the “GameStop Rights”)Stock. At the close of business on April 14July 31, 2005 2015, (i1) 24,563,228 98,901,314 shares of GameStop Class A Company Common Stock (excluding treasury shares) were issued and outstanding, 1,734,358 of which 3,262,887 (I) were subject to vesting or transfer restrictions in favor of the Company and/or subject to forfeiture back to the Company or repurchase by the Company and (II) were granted pursuant to the 2015 Equity Incentive Plan (the “2015 Plan”) or the 2005 Equity Incentive Plan (the “2005 Plan”) or otherwise (such shares, the “Restricted Shares”), (2) 0 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; the Company as treasury shares, (ii3) 29,901,662 50,000 shares of GameStop Class B Company Preferred Stock were outstanding, with a Liquidation Value equal to $1,000 per share, a Conversion Price equal to $4.14 per share and Series A Unpaid Dividends applicable to each share equal to $7.2192 (in each case, as such terms are defined in the certificate of designation with respect to the Company Preferred Stock attached to the Company Certificate (the “Company Preferred Stock Certificate of Designation”) and which were convertible into 12,164,483 shares of Company Common Stock and (4) 11,655,557 shares of Company Common Stock were issued reserved and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved available for issuance in connection with the right to purchase GameStop Series A Preferred Stock aggregate pursuant to the terms 2015 Plan, the 2005 Plan, the 1998 Stock Option Plan for Directors (the “1998 Plan”) and the 2000 Employee Stock Purchase Plan (the “ESPP”, and together with the 2015 Plan, the 2005 Plan and the 1998 Plan, the “Company Stock Plans”), of the GameStop Rights Agreement; and which (vA) approximately 13,124,915 6,272,868 shares of GameStop Class A Company Common Stock were subject to outstanding options (other than rights under the ESPP) to acquire shares of Company Common Stock from the Company (such options whether granted pursuant to the Company Stock Plans or otherwise, the “Stock Options”), (B) [RESERVED] and (C) 464,125 shares of Company Common Stock were reserved and available for issuance pursuant to the ESPP. The Merger will constitute a Change of Control (as such term is defined in the Company Preferred Stock Certificate of Designation) and therefore the consideration payable in respect of the Company Preferred Stock (other than shares of Company Preferred Stock converted into Company Common Stock prior to the Closing) pursuant to the Merger is equal to the Change of Control Payment (as such term is defined in the Company Preferred Stock Certificate of Designation) of $1,500 per share as specified in Section 5(b)(1) of the Company Preferred Stock Certificate of Designation. As of the date of this Agreement, other than the Restricted Shares, none of the issued and outstanding options to purchase GameStop Class A Company Common Stock is subject to vesting or forfeiture conditions or a right of repurchase by the Company. All outstanding Stock Options and Restricted Shares have been granted under the GameStop Company Stock Plans. Other than the Company Stock Plans, there is no plan, Contract or arrangement providing for the grant of Stock Options or Restricted Shares. No shares of Company Non Voting Preferred Stock or any other preferred stock (other than the Company Preferred Stock) are issued or outstanding. No shares of Company Capital Stock are owned by any Subsidiary of the Company. Section 3.01(c)(i) of the Company Letter sets forth (a) a complete and correct list, as of the close of business on July 31, 2015, of all outstanding Stock Options, the number of shares of Company Common Stock subject to each such Stock Option, the grant date, exercise price per share, vesting schedule and expiration date of each such Stock Option, the name of the holder thereof, an indication of whether or not each such holder is a current director, employee or consultant of the Company or any of its Subsidiaries, whether or not such Stock Option Plan(or any portion thereof) is intended to qualify as an “incentive stock option” under Section 422 of the Code and the name of the Company Stock Plan pursuant to which each such Stock Option was granted and (b) a complete and correct list, as of the close of business on July 31, 2015, of all outstanding Restricted Shares, the grant date, vesting schedule, purchase price (if any) and repurchase price (if any) of each such Restricted Share, the name of the holder thereof, an indication of whether or not each such holder is a current director, employee or consultant of the Company or any of its Subsidiaries, an indication of whether an election pursuant to Section 83(b) of the Code has been made with respect to such Restricted Share and the name of the Company Stock Plan pursuant to which such Restricted Share was granted. As of the date of this Agreement, other than the outstanding Stock Options and the outstanding Restricted Shares and the rights under the ESPP, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans or otherwise, on a deferred basis or otherwise. As of the close of business on July 31, 2015, there were outstanding Stock Options to purchase 6,271,174 shares of Company Common Stock with exercise prices on a per share basis lower than the Common Stock Merger Consideration, and the weighted average exercise price of such Stock Options was equal to $3.82 per share. As of the close of business on July 31, 2015, there were outstanding rights to purchase 11,667 shares of Company Common Stock on the last day of the current offering period in effect under the ESPP (assuming the fair market value per share of Company Common Stock on the last day of the current offering period in effect under the ESPP will be equal to the Common Stock Merger Consideration, the shares calculated are based on a share price at 85% of the lesser of the Common Stock Merger Consideration and the closing price on the first day of the current offering period, and a Canadian dollar to U.S. dollar conversion rate of 1:0.7639 for contributions from Canadian employees). As of the last day of the most recent payroll period ending prior to the date of this Agreement, the aggregate amount credited to the accounts of participants in the ESPP was $45,558 and the aggregate amount credited to such accounts for such payroll period was $22,620 (assuming the same Canadian dollar to U.S. dollar conversion rate set forth in the immediately preceding sentence). (ii) Except for outstanding shares of Company Capital Stock, Stock Options and Restricted Shares set forth in Section 3.01(c)(i), as of the close of business on July 31, 2015, no shares of capital stock of, or other equity or voting interests in, the Company, or securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, phantom stock awards or other rights to acquire any such capital stock of, or other equity or voting interests in, the Company, or other rights that are linked to the value of Company Capital Stock or the value of the Company or any part thereof, were issued, reserved for issuance or outstanding. From the close of business on July 31, 2015 to the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Stock Options or rights under the ESPP, in each case outstanding as of July 31, 2015, and only if and to the extent required by their respective terms as in effect on such date and (B) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, restricted stock awards, stock appreciation rights, phantom stock awards, other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company, or other rights that are linked to the value of Company Capital Stock or the value of the Company or any part thereof, other than rights under the ESPP. (iii) All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and, except as provided in the Investor Rights Agreement, dated as of February 25, 2015, by and between the Company and the investors party thereto (the “Investor Rights Agreement”), are not subject to or issued in violation of preemptive rights. Except as set forth in this Section 3.01(c), there are no (A) bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries and (B) securities or other instruments or rights (including stock appreciation rights, phantom stock awards or other similar rights) issued by, or other obligations of, the Company or any of its Subsidiaries, in each case, that are linked to, or the value of which is in any way based upon or derived from, the value of any class of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, the value of the Company, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote (the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”). Except as set forth in this Section 3.01(c), there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract. With respect to the Stock Options, (1) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (2) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (3) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws and regulatory rules or requirements, including the rules of The NASDAQ Stock Market LLC and any other exchange on which Company securities are traded, (4) the per share exercise price of each Stock Option was not less than the fair market value (within the meaning of Section 422 of the Code, in the case of each Stock Option intended to qualify as an “incentive stock option” and within the meaning of Section 409A of the Code, in the case of each other Stock Option) of a share of Company Common Stock on the applicable Grant Date and (5) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s SEC Documents in accordance with the Exchange Act and all other applicable Laws. The ESPP qualifies as an “employee stock purchase plan” within the meaning of Section 423(b) of the Code and Treasury Regulation Section 1.423-2. To the knowledge of the Company, each election pursuant to Section 83(b) of the Code that has been made with respect to a Restricted Share has been validly made in accordance with Section 83(b) of the Code and the Treasury Regulations thereunder, including with respect to correctly reporting the fair market value of such Restricted Share on the applicable Section 83(b) election form. Except pursuant to the Company Certificate with respect to the Company Preferred Stock and the forfeiture conditions of the Stock Options and Restricted Shares outstanding as of the date of this Agreement and except pursuant to the cashless exercise or tax withholding provisions of such Stock Options and Restricted Shares, in each case as in effect on the date of this Agreement, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (II) vote or dispose of any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. The Company is not a party to any voting agreement with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, other than the Stockholders Agreements, to the knowledge of the Company, as of the date of this Agreement there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. The Company has not knowingly granted, and there is no and has been no Company policy or practice to grant, Stock Options prior to, or otherwise coordinate the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. (iv) As of the date of this Agreement, other than as set forth on Section 3.01(c)(iv) of the Company Letter, neither the Company nor any of its Subsidiaries has any (A) indebtedness for borrowed money, (B) indebtedness evidenced by any bond, debenture, note, mortgage, indenture or other debt instrument or debt security, (C) accounts payable to trade creditors and accrued expenses not arising in the ordinary course of business, (D) amounts owing as deferred purchase price for the purchase of any property, (E) capital lease obligations, (F) obligations in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging agreements or (G) guarantees with respect to any indebtedness or obligation of a type described in clauses (A) through (F) above of any other person (other than, in the case of clauses (A), (B) and (D), accounts payable to trade creditors and accrued expenses, in each case, arising in the ordinary course of business that are not past due) (collectively, “indebtedness”). (v) All Stock Options and Restricted Shares may, by their terms, be treated in accordance with Section 5.04(a), and all rights to purchase shares of Company Common Stock under the ESPP may, by their terms, be treated in accordance with Section 5.04(b). No holder of any Stock Option, Restricted Share or right under the ESPP is entitled to any treatment of such Stock Option, Restricted Share or right under the ESPP other than as provided with respect to such Stock Option, Restricted Share or right under the ESPP in Section 5.04(a) or Section 5.04(b), as applicable, and after the Closing no holder of a Stock Option, Restricted Share or right under the ESPP (or former holder of a Stock Option, Restricted Share or right under the ESPP) or any current or former participant in the Company Stock Plans or any other Benefit Plan or Benefit Agreeme

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 3,200,000,000 shares of Class A GameStop common stock, par value $0.0001, of the Company (the “Company Common Stock, (ii”) and 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (such preferred stock, together with the Company Common Stock, the “GameStop Preferred Company Capital Stock”), of which 500,000 4,000,000 shares have been are designated as Series A Junior Participating Preferred Stock, par value $.001 per share Stock (the “GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop ) and The Bank of New York, 1,000,000 shares are designated as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A B Preferred Stock (the “GameStop RightsSeries B Preferred Stock”). At the close of business on April 14January 12, 2005 2017, (i) 24,563,228 1,425,934,305 shares of GameStop Class Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 7,073,244 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans in respect of outstanding awards, including (A) Company RSUs with respect to 137,686 shares of Company Common Stock, (B) 390,449 shares of Company Common Stock with respect to Company DSUs that are settled in Company Common Stock and 246,049 shares of Company Common Stock with respect to Company DSUs that are settled in cash, and (C) Company Performance Shares with respect to 6,299,060 shares of Company Common Stock, assuming achievement of applicable performance goals at maximum level, (iii) no shares of Series A Common Preferred Stock were outstanding and (iv) 1,000,000 shares of Series B Preferred Stock were issued and outstanding, all of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares a Company Subsidiary. Except as set forth above, at the close of GameStop Class B Common Stock were issued and outstanding; (iii) business on January 12, 2017, no shares of GameStop Class B Common Stock capital stock of, or other equity, voting or ownership interests in, the Company were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were issued, reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Planor outstanding. All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NCBCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound (other than any Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There is no Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Capital Stock may vote (“Company Voting Debt”). Except as set forth above, as of the date of this Agreement there are no options, warrants, rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) other than as may be required by the Governance Agreement, obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the capital stock of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. (b) During the period from the close of business on January 12, 2017 to the date of this Agreement, there have been no issuances, distributions or dividends by the Company of any shares of capital stock of, or other equity, voting or ownership interests in, the Company other than issuances of shares of Company Common Stock in connection with the vesting or settlement of Company Stock Awards in accordance with their terms. To the Knowledge of the Company, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any Company Subsidiary, other than pursuant to the Governance Agreement.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 100,000,000 shares of Class A GameStop Company Common Stock, and (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)share. At the close of business on April July 14, 2005 2008: (i) 24,563,228 70,494,861 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 outstanding (including 962,214 shares of GameStop Class A unvested restricted stock); (ii) no shares of Company Common Stock were held by GameStop the Company in its treasury; (iiiii) 29,901,662 6,086,130 shares of GameStop Class B Company Common Stock were issued issuable under the Alpha Coal Management LLC Amended and outstandingRestated 2004 Long-Term Incentive Plan (the “ACM 2004 LTIP”) and the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan as Amended and Restated as of May 14, 2008 (the “2005 LTIP” and, together with the ACM 2004 LTIP, the “Company Stock Plans” and such stock options collectively, the “Company Stock Options”); (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; and (iv) 500,000 up to 977,320 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted performance share grants under the GameStop Company Stock Option PlanPlans. The Company has made available to Parent a list, as of the close of business on July 11, 2008, of the holders of outstanding Company Stock Options, restricted shares, and performance shares or units, and the number of shares outstanding, the number of shares exercisable (with respect to the Company Stock Options), the vesting schedule and other forfeiture provision (with respect to restricted shares and performance shares or units) and the exercise price, as applicable, subject to each such equity award. As of the close of business on July 14, 2008, the total number of votes entitled to be cast at the Company Stockholders Meeting with respect to the transactions contemplated hereby is 70,494,861. All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as otherwise provided in this Section 3.1(c), there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any Company Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary. Except as otherwise provided in this Section 3.1(c), there are no outstanding obligations of the Company or any Company Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.1(c), there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from the Company or a Company Subsidiary any payment based on the revenues, earnings or financial performance of the Company or any Company Subsidiary or assets or calculated in accordance therewith.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 30,000,000 shares of Company Common Stock, 800,000 shares of Class A GameStop Common Preferred Stock, $1.00 par value, and 2,000,000 shares of Class B Preferred Stock, $1.00 par value, of which (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 152,321 shares have been designated as Series A Junior Participating C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value $.001 per share and (“GameStop v) 4,000 shares have been designated as Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series 1997-A Preferred Stock (collectively, the “GameStop Rights”"COMPANY PREFERRED STOCK"). At the close of business on April 148, 2005 2003, (i) 24,563,228 9,304,159 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 193,850 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued treasury and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Company Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options or held in the Company's treasury. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued and fully paid and nonassessable. SCHEDULE 4.01(C) sets forth a complete and correct list, as of the close of business on April 8, 2003, of the plans pursuant to which Options have been granted and are outstanding (the "COMPANY STOCK PLANS"), the number of shares of Company Common Stock subject to Options and Warrants, and the exercise prices thereof. Except as set forth on SCHEDULE 4.01(C), as of the close of business on April 8, 2003, there were no outstanding securities, options, warrants, calls, rights or agreements to which the Company or any of its subsidiaries is a party obligating the Company or any of its subsidiaries to issue, deliver, sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries. As of the close of business on April 8, 2003, there were no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. The Company has made available to Purchaser a complete and correct copy of the Rights Agreement dated as of August 1, 1995, as amended to date (the "COMPANY RIGHTS AGREEMENT"), between the Company and the rights agent thereunder relating to rights to purchase GameStop Class A Company Common Stock granted under (the GameStop Stock Option Plan"COMPANY RIGHTS"). All outstanding shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rightsincluded for trading on the Nasdaq SmallCap Market.

Capital Structure. (a) GameStop represents and warrants that As of the date of this Agreement, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 50,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Preferred StockShares”), . All of which 500,000 the outstanding shares of Company Common Stock have been designated Series A Junior Participating Preferred Stockduly authorized and are validly issued, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop fully paid and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)nonassessable. At the close of business on April 145, 2005 (i) 24,563,228 2005, 18,500,527 shares of GameStop Class A Company Common Stock and no Preferred Shares were issued and outstanding, of which 3,262,887 . The Company has no shares of GameStop Class A Company Common Stock or Preferred Shares reserved for issuance, except that, at the close of business on April 5, 2005: (i) 9,560,777 shares of Company Common Stock were reserved for issuance by the Company pursuant to options to purchase shares of Company Common Stock (a “Company Stock Option”) granted under the following plans: 2000 Non-Executive Employee Equity Incentive Plan 2,000,000 1997 Stock Plan 3,250,000 1997 Non-Employee Director Stock Option Plan 330,000 1995 Stock Option Plan 2,695,236 2001 Non-Executive Employee Stock Purchase Plan 500,000 2004 Non-Executive Employee Stock Purchase Plan 500,000 FS 97 Stock Plan 280,990 FS 96 Stock Plan 4,551 (collectively, the “Company Stock Plans”), (ii) 1,815,807 shares of Company Common Stock were reserved for issuance pursuant to Company Stock Options not yet granted under the Company Stock Plans, (iii) 3,209,776 shares of Company Common Stock were subject to issuance pursuant to the Company’s 3.0% Convertible Senior Notes due 2023 (the “Convertible Senior Notes”) and (iv) no shares of Company Common Stock were held by GameStop the Company in its treasury. Section 5.2(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date specified therein, of: (i) all Company Stock Plans, indicating for each Company Stock Plan, as of such date, the number of shares of Company Common Stock issued under such Company Stock Plan, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) 29,901,662 all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of GameStop Class B Company Common Stock were issued subject to such Company Stock Option, the exercise price, the date of grant, and outstanding; the vesting schedule, including whether (iiiand to what extent) no the vesting will be accelerated in any way by the execution of this Agreement, the adoption of the Company Voting Proposal, by the consummation of the Merger or by termination of employment or change in position following consummation of the Merger. The Company has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all stock option agreements evidencing Company Stock Options. The Company is listed on the Nasdaq National Market. Except for the issuance of shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to Company Stock Options outstanding on April 5, 2005, from and after the terms close of business on April 5, 2005 through and including the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock, Company Stock Options, other stock awards or other capital stock or equity securities of the GameStop Rights Agreement; and Company or (vii) approximately 13,124,915 shares changed the authorized share capital of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option PlanCompany. All Each of the outstanding shares of capital stock or other securities of GameStop are, and all shares that may be issued will be, when issued, each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a Subsidiary of the Company, free and clear of any Liens. Except as set forth above in this Section 5.2 or as contemplated by the indenture dated as of December 8, 2003 by and between the Company and Wilmington Trust Company, as Trustee, there are no preemptive or other outstanding rights, options, warrants, conversion rights, phantom stock units or stock appreciation rights or similar rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not subject have outstanding any bonds, debentures, notes or other obligations (i) the terms of which provide the holders the right to vote with the stockholders of the Company on any matter or (ii) that are convertible into or exercisable for securities having the right to vote with the stockholders of the Company on any matter (any such bonds, debentures, notes or obligations, “Voting Debt”), except, solely in the case of clause (ii), for the Convertible Senior Notes. (b) Section 5.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list of the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any Person other than a Subsidiary of the Company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”). (c) Other than the registration rights agreement entered into in connection with the Convertible Senior Notes, there are no registration rights, and, as of the date of this Agreement, there is no rights agreement, “poison pill” anti-takeover plan or other similar plan, device or arrangement to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company. Neither the Company nor any of its Affiliates is a party to or issued in violation is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of preemptive rightsany shares of capital stock or other equity interests of the Company. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or any of its Subsidiaries.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 per share (“GameStop "Company Preferred Stock”"), of which 500,000 1,000,000 shares have been of Company Preferred Stock were designated by the Board of Directors of the Company as Series A Junior Participating Preferred Stock, par value $.001 per share Stock and are issuable upon exercise of the rights (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the "Company Rights") under the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 285, 2004 2001, between the Company and Mellon Investor Services LLC, as rights agent (as amended from time to time, the “GameStop "Rights Agreement”"), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock . (the “GameStop Rights”). ii) At the close of business on April 14May 27, 2005 2008, (iA) 24,563,228 42,656,290 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (B) 118,916 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiC) 29,901,662 8,433,753 shares of GameStop Class B Company Common Stock were issued reserved and outstanding; available for issuance pursuant to the 2006 Equity Incentive Plan of the Company, the 1996 Stock Option Plan of the Company and the 2000 Non-Employee Director Stock Option Plan of the Company (iii) no such plans, together with the 2000 Employee Stock Purchase Plan of the Company (the "Purchase Plan"), the "Company Stock Plans"), of which 3,888,806 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; subject to outstanding options (ivother than rights under the Purchase Plan) 500,000 to acquire shares of GameStop Series A Preferred Company Common Stock from the Company (such options, together with any other options to acquire shares of Company Common Stock from the Company granted after May 27, 2008 under the Company Stock Plans or otherwise, the "Company Stock Options") and 469,505 shares of Company Common Stock were subject to outstanding restricted stock units with respect to Company Common Stock (such restricted stock units, together with any other restricted stock units with respect to Company Common Stock granted after May 27, 2008 under the Company Stock Plans or otherwise, the "Company RSUs"), (D) 178,638 shares of Company Common Stock were reserved and available for issuance in connection with pursuant to the right to purchase GameStop Series A Preferred Purchase Plan, (E) 6,109,517 shares of Company Common Stock (such shares, the "CEFF Shares") were reserved and available for issuance pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of July 19, 2006, by and between the GameStop Rights Agreement; Company and Kingsbridge Capital Limited (v"Kingsbridge"), (F) approximately 13,124,915 285,000 shares of GameStop Class A Company Common Stock were subject to an outstanding warrant issued to Kingsbridge with an exercise price of $4.94 per share (the "Company Warrant") and (G) no shares of Company Preferred Stock were issued or outstanding options to purchase GameStop Class A or were held by the Company as treasury shares. (iii) Since the close of business on May 27, 2008, (A) there have been no issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options, the Company Warrant and rights under the Purchase Plan and the settlement of Company RSUs, in each case outstanding as of the close of business on May 27, 2008, and only if and to the extent required by their terms as in effect on such date, and (B) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants or other rights to acquire, or shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or "phantom" stock awards with respect to, any such stock, interests or securities, or other rights that are linked to the value of Company Common Stock or the value of the Company or any part thereof, other than rights under the Purchase Plan. (iv) There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer imposed by the Company. All outstanding Company Stock Options and Company RSUs have been granted under the GameStop Company Stock Plans. Other than the Company Stock Plans, there is no plan, contract, agreement or arrangement providing for the grant of options to acquire shares of Company Common Stock by the Company or any of its Subsidiaries. Section 4.01(c)(iv) of the Company Disclosure Schedule sets forth a complete and accurate list, as of May 27, 2008, of (A) all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each such Company Stock Option, the grant date, expiration date, exercise price per share and vesting schedule thereof and the name of the holder thereof and an indication of whether or not such holder is a current employee of the Company or any of its Subsidiaries and whether or not such Company Stock Option is intended to qualify as an incentive stock option under Section 422 of the Code and (B) all shares of Company Common Stock that are subject to outstanding Company RSUs, the grant date and vesting schedule of each Company RSU and name of the holder thereof and an indication of whether or not such holder is a current employee of the Company or any of its Subsidiaries. All Company Stock Options and Company RSUs are evidenced by stock option agreements, restricted stock unit agreements or other award agreements, in each case substantially in the forms made available to Parent or as filed as exhibits to the Filed Company SEC Documents, except that the forms of such agreements differ with respect to the number of Company Stock Options, Company RSUs or shares covered thereby, the exercise price (if applicable), vesting schedule and expiration date applicable thereto and other similar terms, provided that no stock option agreement, restricted stock unit agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. (v) With respect to the Company Stock Options, (A) each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies, (B) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the "Grant Date") by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (C) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of The NASDAQ Stock Market LLC ("NASDAQ"), (D) the per share exercise price of each Company Stock Option was equal to the fair market value (as defined in the Company Stock Plans) of a share of Company Common Stock on the applicable Grant Date and (E) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable Laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. (vi) As of the close of business on May 27, 2008, there were outstanding Company Stock Options to purchase 1,343,561 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $3.76 per share. As of the close of business on May 27, 2008, (A) 102,203 shares of Company Common Stock were subject to outstanding rights under the Purchase Plan based on payroll information for the period ended May 15, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the Purchase Plan on the last day of the offering period in effect under the Purchase Plan on the date hereof will be equal to the Merger Consideration and that payroll deductions continue at the current rate through September 30, 2008) (the "Current ESPP Shares") and (B) up to a maximum of 76,435 shares of Company Common Stock in addition to the Current ESPP Shares (the "Additional ESPP Shares") could be subject to outstanding rights under the Purchase Plan based on payroll information for the period ended May 15, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the Purchase Plan on the last day of the offering period in effect under the Purchase Plan on the date hereof will be equal to the Merger Consideration and that payroll deductions increase as permitted by the terms of the Purchase Plan through September 30, 2008), resulting in a potential increase in the aggregate Merger Consideration payable for the Additional ESPP Shares of up to approximately $320,000 after giving effect to the purchase price per share of the Additional ESPP Shares. Each Company Stock Option and each Company RSU may, by its terms, be treated at the Effective Time as set forth in Section 6.04(a)(i) or 6.04(a)(ii), as applicable, and all rights to purchase shares of Company Common Stock under the Purchase Plan may, by their terms, be treated in accordance with Section 6.04(a)(iii). No holder of a Company Stock Option or Company RSU or right to purchase shares of Company Common Stock under the Purchase Plan is entitled to any treatment of such Company Stock Option or Company RSU or right to purchase shares of Company Common Stock under the Purchase Plan other than as provided in Section 6.04(a), and after the Closing no holder of a Company Stock Option or Company RSU (or former such holder) shall have the right to acquire any capital stock of the Company or any other equity interest therein. (vii) All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Warrant, Company Stock Options or the Company RSUs or rights under the Purchase Plan will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company are entitled to vote. Except as set forth above in this Section 4.01(c) and for shares of Company Common Stock issued or to be issued upon the exercise or settlement of Company Stock Options, Company RSUs and the Company Warrant and included in clauses (C) and (F), as applicable, of Section 4.01(c)(ii), as of May 27, 2008, (A) there were not issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (2) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (3) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries or (4) any shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or "phantom" stock awards with respect to any capital stock of the Company or any of its Subsidiaries, or other rights that are linked to the value of the Company Common Stock or the value of the Company or any part thereof and (B) there were not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting or other agreement with respect to the voting of any such securities and, to the knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements, other than those contemplated by the Transaction Agreements, with respect to any such securities.

Capital Structure. (a) GameStop represents and warrants that As of the date hereof, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 36,000,000 Company Shares and 150,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of cumulative preferred stock, $50 par value $0.001 per share (“GameStop the "Company Preferred Stock”)A Shares") and 200,000 shares of cumulative preferred stock, of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, $100 par value $.001 per share (“GameStop Series A the "Company Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”B Shares"). At the close of business on April 14December 12, 2005 1997 (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock 13,514,094 Company Shares were issued and outstanding; (ii) 44,399 shares of Company Preferred A Shares were issued and outstanding; and (iii) no 26,989 shares of GameStop Class Company Preferred B Common Stock Shares were held by GameStop in its treasury; (iv) 500,000 shares issued and outstanding. The Company has no Company Shares, Company Preferred A Shares or Company Preferred B Shares reserved for issuance, except that, as of GameStop Series A Preferred Stock December 12, 1997, there were 1,602,752 Company Shares reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Company's Key Employee Stock Option Plan, Profit Sharing Plan and Stock Performance Sharing Plan (the "Company Stock Plans") and the Company's Dividend Reinvestment Plan and 13,514,094 Company Shares reserved for issuance under the Shareholder Rights Agreement dated as of November 15, 1989 between the Company and The First National Bank of Boston as rights agent (the "Shareholder Rights Agreement"). In addition, the Company has reacquired and holds 1,620 Company Shares in treasury for reissuance pursuant to the Company Stock Accumulation Plan for Outside Directors. All outstanding shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. No bonds, debentures, notes or other indebtedness of the Company conferring the right to vote (or convertible into, or exchangeable for, securities conferring the right to vote) on any matters on which the shareholders of the Company may vote are issued or outstanding.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 45,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop 1,000,000 Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred StockShares, par value $.001 per share (“GameStop the "Company Preferred Stock") of which 75,000 shares have been designated as Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Junior Participating Preferred Stock (the “GameStop Rights”"Company Series A Preferred Shares"). At the close of business on April 14May 3, 2005 2001, (i) 24,563,228 33,461,004 shares of GameStop Class A Company Common Stock were issued and outstanding, all of which 3,262,887 were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 4,999 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 2,302,073 shares of GameStop Class B Company Common Stock were reserved for issuance pursuant to outstanding options to purchase Company Common Stock (the "Company Stock Options") granted under the Company's 2000 Stock Option Plan, 1999 Stock Option Plan, 1997 Stock Option Plan, 1994 Stock Option Plan, Plains Petroleum Company 1992 Stock Option Plan, 1990 Barr▇▇▇ ▇▇▇ources Corporation Nondiscretionary Stock Option Plan, Plains Petroleum Company 1989 Stock Option Plan and Plains Petroleum Company 1985 Stock Option Plan for Non-Employee Directors (together, and each as amended, the "Company Stock Plans") and (iv) no shares of Company Preferred Stock were issued and outstanding; . As of the date of this Agreement, except for (iiii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop the rights to purchase Company Series A Preferred Stock Shares (the "Company Rights") issued pursuant to the Rights Agreement dated as of August 5, 1997, as amended pursuant to the Amendment to Rights Agreement dated as of February 25, 1999 and May 7, 2001 (as amended, the "Company Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Company Rights Agent") or (ii) as set forth above, no Shares were issued, reserved for issuance or outstanding and there are not any phantom stock or other contractual rights the value of which is determined in connection whole or in part by the value of any capital stock of the Company ("Stock Equivalents"). There are no outstanding stock appreciation rights with respect to the right to purchase GameStop Series A Preferred Stock capital stock of the Company. Each outstanding Share is, and each Share which may be issued pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Company Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop are, and all shares that may be issued Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Company's stockholders may vote. Except as set forth above or in Item 4.3 of the Company Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Significant Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting securities or Stock Equivalents of the Company or of any of its Significant Subsidiaries or obligating the Company or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, or undertakings of any kind obligating the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company or any of its Subsidiaries or any securities of the type described in the two immediately preceding sentences. (b) The Company has delivered or made available to Parent complete and correct copies of the Company Stock Plans and all forms of Company Stock Options. Item 4.3 of the Company Letter sets forth a complete and accurate list of all Company Stock Options outstanding as of the date of this Agreement and the exercise price of each outstanding Company Stock Option.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 115,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stock, without par value $0.001 per share value, of the Company (“GameStop the "Company Authorized Preferred Stock”"), of which 500,000 175,000 shares have been designated as Series A Junior Participating Preferred Stock, par value $.001 1.00 per share (“GameStop Series A the "Company Junior Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14November 20, 2005 1997: (i) 24,563,228 54,883,087 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Company Common Stock were issued and outstanding; (iiiii) no 8,405,267 shares of GameStop Class B Company Common Stock were issued and held by GameStop the Company in its treasury; (iviii) 500,000 175,000 shares of GameStop Series A Company Junior Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; (iv) 13,065,951 shares of Company Common Stock were reserved for issuance pursuant the stock-based plans identified in Section 3.2(c) of the Company Disclosure Schedule (such plans, collectively, the "Company Stock Plans"), of which (A) 8,678,216 shares are subject to issuance pursuant to outstanding employee or director stock options granted under the Company Stock Plans, (B) up to 55,000 shares are subject to purchase under the Company's 1997 Employee Stock Purchase Plan (the "ESPP") based on employee elections made through the date hereof, (C) no other shares are issuable pursuant to existing grants, and (v) approximately 13,124,915 other than as set forth above, no other shares of GameStop Class A Common Company Authorized Preferred Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Planhave been designated or issued. All outstanding shares of capital stock of GameStop the Company are, and all shares that thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights.. Except as set forth in this Section 3.2(c) and except for changes since November 20, 1997 resulting from the issuance of shares of Company Common Stock pursuant to the Company Stock Options or as permitted by Section 4.1(a), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, and any obligation of the Company or any Company subsidiary to issue, any capital stock,

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 67,500,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14May 8, 2005 2012 (the “Measurement Date”): (i) 24,563,228 22,513,752 shares of GameStop Class A Company Common Stock were issued and outstanding; (ii) 4,954,942 shares of Company Common Stock were reserved and available for issuance upon or otherwise deliverable in connection with the grant, exercise and/or settlement of equity-based awards pursuant to the Company’s 1995 Stock Option Plan, 2004 Stock Plan and 1996 Director Stock Option Plan, in each case as amended to date (such plans, collectively, the “Company Stock Plans”), of which 3,262,887 (A) 4,290,861 shares of GameStop Class A Company Common Stock were subject to outstanding options to purchase Company Common Stock (“Company Stock Options”) and (B) 75,790 shares of Company Common Stock were subject to outstanding deferred stock units denominated in shares of Company Common Stock granted to, or held in a deferral account for the benefit of, any Company Personnel under any Company Stock Plan that were unsettled immediately prior to the Effective Time (“Company DSUs”); (iii) Section 4.01(d)(iii)(1) of the Company Disclosure Letter sets forth a true and complete list of all outstanding Company Stock Options, indicating, with respect to each Company Stock Option then outstanding, (A) the name of each holder of such Company Stock Option, (B) the number of shares of Company Common Stock subject to such Company Stock Option, (C) if known, the country in which the holder of such Company Stock Option resides, if outside of the United States, (D) the name of the plan under which such Company Stock Option was granted and (E) the exercise price, date of grant, vesting schedule and expiration date thereof; and Section 4.01(d)(iii)(2) of the Company Disclosure Letter sets forth as of the Measurement Date a true and complete list of all outstanding Company DSUs, indicating, with respect to each Company DSU, (1) the name of each holder of such Company DSU, (2) the number of shares of Company Common Stock subject to such Company DSU, (3) the country in which the holder of such Company DSU resides, if outside of the United States, (4) the relationship of the holder of such Company DSU to the Company including the name of the employer if the holder is an employee and the country is outside of the United States, (5) the name of the plan under which such Company DSU was granted and (6) the vesting, forfeiture or repurchase conditions to which such share of Company DSU is subject; (iv) no shares of Company Common Stock were held by GameStop in its treasury; the Company as treasury shares or by any wholly owned Subsidiary of the Company; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iiiv) no shares of GameStop Class B Common Company Preferred Stock were issued, reserved for issuance, outstanding or were held by GameStop the Company as treasury shares; and (vi) except as set forth above in its treasury; this Section 4.01(d) or as permitted by Section 5.01(a), (ivx) 500,000 shares of GameStop Series A Preferred Stock were there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any Subsidiary of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Subsidiary of the Company or (D) any stock appreciation rights, “phantom” stock rights, performance units, or other rights to receive shares of Company Common Stock (or cash or other economic benefit in connection with the right to purchase GameStop Series A Preferred respect thereof) on a deferred basis or other rights (other than Company Stock pursuant Options) that are linked to the terms value of Company Common Stock and (y) there are not any outstanding obligations of the GameStop Rights Agreement; Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. All outstanding Company Stock Options and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued Company DSUs are evidenced by stock option agreements and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plandeferred stock unit award agreements, respectively. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options, Company DSUs and other shares capital stock of the Company will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable nonassessable, free and clear of all Liens and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Neither the Company nor any of its Subsidiaries is a party to or bound by any voting trusts, proxies or similar Contract with respect to the voting of any such securities or restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company.

Capital Structure. (a) GameStop represents and warrants that The authorized share capital of the authorized capital stock Company consists of GameStop consists entirely of (i) 300,000,000 shares of Class A GameStop 267,001,308 Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stockShares, par value $0.001 0.000037453 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)share. At the close of business on April 14November 9, 2005 2020 (the “Capitalization Time”), (i) 24,563,228 shares of GameStop Class A 31,721,018 Common Stock Shares were issued and outstanding, outstanding (of which 3,262,887 no shares consisted of GameStop Class A Common Stock were held by GameStop in its treasuryCompany Restricted Shares); (ii) 29,901,662 shares of GameStop Class B no Common Stock Shares were issued and outstanding; held in the Company’s treasury, (iii) no shares 1,985,961 Common Shares were reserved and available for the grant of GameStop Class B Common Stock were held by GameStop in its treasuryfuture awards pursuant to the Company Share Plan; (iv) 500,000 shares 3,688,881 Common Shares were issuable upon the exercise of GameStop Series A Preferred Stock outstanding Company Options (assuming the vesting in full of such Company Options); (v) 845,732 Common Shares were issuable upon the exercise or settlement of outstanding SARs (assuming the vesting in full of such SARs); (vi) 1,885,942 Common Shares were issuable upon the vesting or settlement of outstanding Company RSUs; (vii) 99,777 Common Shares were issuable upon the exercise of the outstanding Company Warrants at an exercise price of $9.02 per Common Share; and (viii) the maximum number of Common Shares that may be issuable pursuant to the exercise of outstanding ESPP Purchase Rights for the Offering Period is 150,000 Common Shares. (b) Except as set forth in Section 3.02(a) and Section 3.03(a), the Company Memorandum of Association, the Company Bye-laws and for such securities of any Company Subsidiary held by the Company or any of its other Subsidiaries, at the Capitalization Time, there are no issued, reserved for issuance or outstanding: (i) capital shares, voting securities, voting Indebtedness, or ownership interests in connection with the right to purchase GameStop Series A Preferred Stock pursuant to Company or any Company Subsidiary, (ii) securities or Indebtedness issued by the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding Company or a Company Subsidiary that are convertible into or exchangeable for shares of capital stock, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (iii) warrants, calls, options or other rights to acquire from the Company or a Company Subsidiary, or other obligation of the Company or a Company Subsidiary to issue, any capital stock, voting securities, voting Indebtedness, or securities convertible into or exchangeable for capital stock, voting securities or voting Indebtedness of the Company or a Company Subsidiary, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of GameStop the Company or any Company Subsidiary (the foregoing (i) – (iv), a “Company Equity Related Obligation”). Since the Capitalization Time, neither the Company nor any Company Subsidiary has issued any Common Shares or otherwise entered into any Company Equity Related Obligation, except as specifically permitted in Section 5.01(b). (c) All outstanding Common Shares are, and and, at the time of issuance, all shares Common Shares that may be issued upon the exercise, vesting or settlement of Company Share Awards, the exercise of ESPP Purchase Rights, and the exercise of the Company Warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, Law or any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the Bermuda Companies Act, the Company Memorandum of Association, the Company Bye-laws or any Contract to which the Company is a party or otherwise bound. (d) Since the Capitalization Time, except for acquisitions or deemed acquisitions of Common Shares in connection with (i) the settlement of any cashless exercise of a Company Option or Company Warrant, or the withholding of Taxes in connection with the exercise, vesting or settlement of Company Share Awards, and (ii) forfeitures of Company Share Awards, neither the Company nor any Company Subsidiary has repurchased, redeemed or otherwise acquired any share capital or voting securities of, or other equity interests in, the Company (including Common Shares) or any Company Equity Related Obligation.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 250,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”)share, 44,248 shares of which 500,000 are designated as shares have been designated of Series A Junior Participating A-1 Preferred Stock, par value $.001 per share (“GameStop 44,248 shares of which are designated as shares of Series A A-2 Preferred Stock”), 4,868 shares of GameStopwhich are designated as shares of Series B-1 Preferred Stock, and 4,868 shares of which are designated as shares of Series B-2 Preferred Stock. Each share As of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14December 8, 2005 (i) 24,563,228 2006: 62,212,369 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 23,441 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Series A-1 Preferred Stock were issued and outstanding; (iii) , 44,242 shares of Series A-2 Preferred Stock were issued and outstanding, 4,835 shares of Series B-1 Preferred Stock were issued and outstanding, and 4,862 shares of Series B-2 Preferred Stock were issued and outstanding. There are no shares of GameStop Class B Common Stock Company capital stock were held by GameStop the Company in its treasury; (iv) 500,000 treasury and no shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company capital stock are owned or held by any Subsidiary of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option PlanCompany. All of the outstanding shares of capital stock of GameStop are, the Company are duly authorized and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any preemptive rights. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the close of business on December 8, 2006 of: (i) the number of shares of Company Common Stock subject to outstanding options under each Company Stock Plan and the number of shares of Company Common Stock available for grant under each Company Stock Plan; and (ii) all outstanding options to acquire shares of Company Common Stock (“Company Stock Options”), indicating with respect to each such Company Stock Option the name of the holder thereof and whether such holder is an employee of the Company or any of its Subsidiaries, the Company Stock Plan under which it was granted and whether such Company Stock Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof, the applicable vesting schedule of such Company Stock Option and the extent to which such Company Stock Option was vested and exercisable as of December 8, 2006, whether such Company Stock Option was granted with a per share exercise price lower than the fair market value of one share of Company Common Stock on the date of grant as determined in good faith by the Administrator of the Company Stock Plan (as defined in each such plan), and the expiration date of such Company Stock Option. As of the close of business on December 8, 2006, approximately 63,000 shares of Company Common Stock were issuable pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). For purposes of this Agreement, “Company Stock Plans” means the Company’s 1996 Stock Option Plan, the Company’s 2000 Stock Option Plan, the Company’s 2005 Stock Option Plan and the Company’s 2000 Directors’ Stock Option Plan, and all sub-plans relating thereto, taken together.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 50,500,000 shares of Class A GameStop Company Common Stock, and (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 500,000 shares of preferred stock, no par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)share. At the close of business on April 14November 27, 2005 2009: (i) 24,563,228 27,704,950 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 outstanding (including 538,486 shares of GameStop Class A Restricted Stock); (ii) 578,081 shares of Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no 221,268 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A Company Common Stock granted under the GameStop Company First Amended and Restated 1996 Stock Option Plan, 662,513 shares of Company Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the Third Amended and Restated Company 2007 Equity Incentive Plan, and 80,000 shares of Company Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the First Amended and Restated 2008 Equity Incentive Plan for Non-Employee Directors of the Company (collectively, the “Company Stock Plans” and such stock options collectively, the “Company Stock Options”). The Company has made available to Parent a list, as of the close of business on November 27, 2009, of the holders of outstanding Company Stock Options, restricted stock, and other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of each grant to such holders. All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as otherwise provided in this Section 3.1(c), there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any Company Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary. Except as otherwise provided in this Section 3.1(c), there are no outstanding obligations of the Company or any Company Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.1(c) and for payments under Company Benefit Plans, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from the Company or a Company Subsidiary any payment based on the revenues, earnings or financial performance of the Company or any Company Subsidiary or assets or calculated in accordance therewith. Except for the Credit Agreement dated October 27, 2006, as amended, among the Company, Bayshore Industrial L.P., ICO Polymers North America, Inc., ▇▇▇▇▇ Fargo Bank, National Association, KeyBank, National Association, and the other lending institutions named therein (the “Company Credit Agreement”), and except for the other agreements set forth on Section 3.1(c) of the Company Disclosure Letter, no indebtedness for borrowed money of the Company or any Company Subsidiary contains any restrictions (other than customary notice provisions) upon (i) the prepayment of any indebtedness of the Company or any Company Subsidiary, (ii) the incurrence by the Company or any Company Subsidiary of any indebtedness for borrowed money, or (iii) the ability of the Company or any Company Subsidiary to grant any Lien on the properties or assets of the Company or any Company Subsidiary.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 100,000,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 19,998,100 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14May 13, 2005 2011, (iA) 24,563,228 (1) 77,028,457 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes 78,419 Shares scheduled to vest after the Agreement Date (such shares, of which 3,262,887 shares of GameStop Class A Common Stock the “Company Restricted Stock”)) and (2) no Shares were held by GameStop the Company in its treasury, (B) 2,662,048 Shares were reserved and available for issuance pursuant to the Company’s 2007 Omnibus Equity Compensation Plan, and 31,054 Shares were reserved and available for issuance pursuant to the Company’s Employee Stock Purchase Plan (such plan, the “ESPP”; the foregoing plans, collectively, the “Company Stock Plans”), (iiC) 29,901,662 shares of GameStop Class B Common 10,114,152 Shares were subject to outstanding options to acquire Shares from the Company (such options, the “Company Stock were issued and outstanding; Options”), (iiiD) no shares of GameStop Class B Common Company Preferred Stock were issued or outstanding or held by GameStop the Company in its treasury; , and (ivE) 500,000 the Company had outstanding warrants (the “Company Warrants”) to purchase 1,100,000 (all of which are exercisable) Shares at an exercise price of $3.41 per share, which were granted pursuant to the Company’s Senior Secured Note and Warrant Purchase Agreement, dated as of July 30, 2007 (“Note and Warrant Purchase Agreement”), by and among the Company, the Purchasers (as defined therein) and LB I Group Inc., as Collateral Agent. Prior to the Agreement Date, the warrant certificate for the Company Warrants was amended to provide for the treatment of the Company Warrants provided in Section 3.04 of this Agreement. (ii) Section 4.01(c)(ii)(A) of the Company Disclosure Schedule sets forth a true and complete list, as of May 13, 2011, of all outstanding Company Stock Options, indicating, with respect to each Company Stock Option then outstanding, (A) the name of each holder of each Company Stock Option, (B) whether such Company Stock Option is an incentive stock option, (C) the number of Shares or other shares subject to such Company Stock Option, (D) the country in which the holder of such Company Stock Option resides, if outside of the United States, (E) the relationship of the holder of such Company Stock Option to the Company including the name of the employer if the holder is an employee and the country in which such employer is located, (F) the name of the plan under which such Company Stock Option was granted if it was not granted under the Company’s 2007 Omnibus Equity Compensation Plan, (G) the exercise price, date of grant, vesting schedule and expiration date thereof. Section 4.01(c)(ii)(B) of the Company Disclosure Schedule sets forth a true and complete list of all outstanding Company Warrants indicating, with respect to each Company Warrant, (1) the name of each holder of such Company Warrant, (2) the number of Shares subject to such Company Warrant, (3) the country in which the holder of such Company Warrant resides, if outside of the United States, (4) the relationship of the holder of such Company Warrant to the Company including the name of the employer if the holder is an employee and the country in which such employer is located and (5) the exercise price, date of grant, vesting schedule and expiration date thereof. Section 4.01(c)(ii)(C) of the Company Disclosure Schedule sets forth a true and complete list of all shares of GameStop Series A Preferred Company Restricted Stock, indicating, with respect to each share of Company Restricted Stock, (1) the name of each holder of each share of Company Restricted Stock, (2) the number of shares of Company Restricted Stock held by each holder, (3) the country in which the holder of such share of Company Restricted Stock resides, if outside of the United States, (4) the relationship of the holder of such share of Company Restricted Stock to the Company including the name of the employer if the holder is an employee and the country in which such employer is located, (5) the name of the plan under which such share of Company Restricted Stock was granted if it was not granted under the Company’s 2007 Omnibus Equity Compensation Plan, and (6) the vesting, forfeiture or repurchase conditions to which such share of Company Restricted Stock is subject. (iii) Except as set forth in Section 4.01(c)(i), at the close of business on May 13, 2011, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Between May 13, 2011 and the Agreement Date, (A) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of Shares issued in connection accordance with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; then-outstanding equity awards granted pursuant to the Company Stock Plans and issuances set forth in Section 4.01(c)(iii) of the Company Disclosure Schedule], and (vB) approximately 13,124,915 shares there have been no issuances by the Company of GameStop Class A Common Stock were subject options, warrants, other rights to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding acquire shares of capital stock of GameStop the Company or interests representing or convertible into the right to acquire shares of capital stock of the Company or its Subsidiaries. (iv) There are no outstanding options or other rights to purchase shares of capital stock or other ownership interests in any Subsidiary of the Company or restricted stock, restricted stock units, performance awards, or other benefits granted that are payable in capital stock or other ownership interests in any Subsidiary of the Company, and none of the Company’s Subsidiaries has any equity incentive plan, employee stock purchase plan, or any similar plan, agreement or arrangement. (v) All outstanding Shares are, and all shares that of Company Common Stock which may be issued pursuant to the Company Warrants, or the Company Stock Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. All Company Stock Options were issued pursuant to and in accordance with, the Company Stock Plans. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or any of its Subsidiaries or their financial results or prospects. (vi) There is no Indebtedness of the Company convertible into, or exchangeable for, equity securities of the Company (“Convertible Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth in this Section 4.01(c), there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (A) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or any Convertible Company Debt, (B) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (C) that give any Person any right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Shares of the capital stock of any Subsidiary of the Company. (vii) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants or other rights to acquire shares of capital stock of the Company, other than pursuant to the Company Stock Plans. Except for the Tender and Voting Agreements, (i) neither the Company nor any of its Subsidiaries is a party to any voting or other agreement with respect to the voting of any such securities and (ii) to the Knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements with respect to any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of 500,000,000 shares of Company Common Stock, 100,000,000 shares of Company Class B Stock and 100,000,000 shares of Company Preferred Stock. (b) As of the date hereof: (i) 300,000,000 52,255,241 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were are issued and outstanding, all of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; have been duly authorized and validly issued, and are fully paid and nonassessable, (ii) 29,901,662 6,356,471 shares of GameStop Company Class B Common Stock were are issued and outstanding; , all of which have been duly authorized and validly issued, and are fully paid and nonassessable, (iii) 1,941,844 shares of Company Restricted Stock are issued and outstanding, all of which have been duly authorized and validly issued, (iv) no shares of GameStop Class B Company Preferred Stock are outstanding, (v) no shares of Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were are reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of outstanding awards granted pursuant to the GameStop Company Incentive Plan, (vi) 2,913,976 shares of Company Common Stock are reserved for issuance pursuant to the Company Incentive Plan for awards not yet granted, (vii) no shares of Company Common Stock are held in the treasury of the Company, and (viii) 5,225,524.1 shares of Company Common Stock and 635,647.1 shares of Company Class B Stock are reserved for issuance upon exercise of the rights issued pursuant to the shareholder rights agreement dated March 5, 2010 between the Company and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the "Company Shareholder Rights Agreement; "). (c) Except as set forth on Section 4.3(c) of the Company Disclosure Letter or in Section 4.3(b), as of the date of this Agreement, there are no outstanding options, warrants, preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any equity interest in the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such equity interests. (d) There are no bonds, debentures, notes, or other Indebtedness or, except for the Company Common Stock and Company Class B Stock, other securities of the Company having the right to vote (vor convertible into, or exchangeable for, securities having the right to vote) approximately 13,124,915 on any matters on which the Company Shareholders may vote. Neither the Company nor any of its Subsidiaries has any Contract or other obligation to repurchase, redeem, or otherwise acquire any shares of GameStop Class A Company Common Stock were subject or any capital stock of any of the Company's Subsidiaries, or make any investment (in the form of a loan, capital contribution, or otherwise) in any of the Company's Subsidiaries or any other Person. None of the outstanding equity securities or other securities of the Company or any of its Subsidiaries was issued in violation of the Securities Act or any other Law. Neither the Company nor any of its Subsidiaries owns, or has any Contract or other obligation to issued acquire, any equity securities or other securities of any Person (other than Subsidiaries of the Company) or any direct or indirect equity or ownership interest in any other business. Except for this Agreement and outstanding options the Voting and Support Agreement, there are no voting trusts, proxies or other Contracts to purchase GameStop Class A Common Stock granted under which either the GameStop Stock Option Plan. Company or its Subsidiaries is a party or by which any of them is bound with respect to the holding, voting or disposition of any units, shares or any equity interests of the Company or its Subsidiaries, except pursuant to the Company Articles of Incorporation, the Company By-Laws or the organizational documents of the Company's Subsidiaries. (e) All of the outstanding shares of capital stock of GameStop are, and all shares each of the Subsidiaries of the Company that may be issued will be, when issued, is a corporation are duly authorized, validly issued, fully paid and nonassessable and not subject to each such share owned by the Company or any of its Subsidiaries is free and clear of all Liens. All equity interests in each of the Subsidiaries of the Company that is a partnership or limited liability company are duly authorized and validly issued in violation and each such equity interest owned by the Company or any of preemptive rightsits Subsidiaries is free and clear of all Liens, other than Liens arising under the Company Funded Debt (or the Contracts related thereto).

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 62,500,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 .01 per share (“GameStop "Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14August 29, 2005 2005, (i) 24,563,228 18,858,711 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 190,000 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 2,144,606 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options under the Company's 1993 Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1999 Employee Stock Purchase Plan, and 2000 Stock Option Plan, each as amended to the date hereof (such plans, collectively, the "Company Stock Plans") , (iv) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares, and (v) warrants to acquire 565,000 shares of Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. (ii) Except as set forth above in this Section 3.01(c), at the close of business on August 29, 2005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options and the Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of August 29, 2005, of all outstanding options to purchase GameStop Class A shares of Company Common Stock granted (collectively, "Company Stock Options") under the GameStop Company Stock Plans (including, but not limited to, the Company's 1999 Employee Stock Purchase Plan), and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. (iii) There are no outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price. (iv) All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms previously delivered or made available to Parent, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are materially inconsistent with such forms. (v) Each Company Stock Option Planmay, by its terms, be cancelled in connection with the transactions contemplated hereby for a lump sum payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be cancelled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). (vi) All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued prior to the Effective Time pursuant to the Company Stock Options or the Warrants will be, be when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (vii) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (viii) Except as set forth above in this Section 3.01(c) or in Section 3.01(c) of the Company Disclosure Schedule, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. (ix) Except as set forth above in this Section 3.01(c) or Section 3.01(c) of the Company Disclosure Schedule, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 1,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, without par value $0.001 per share (“GameStop Company Preferred Stock”), . 1,000,000 shares of which 500,000 shares Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, without par value $.001 per share (the “GameStop Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14December 31, 2005 2005, (i) 24,563,228 335,456,814 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes (A) 1,620,416 shares of Company Common Stock held by the Company in its treasury, (B) 1,276,225 shares of Company Common Stock held by the trust established under The Guidant Employee Savings and Stock Ownership Plan and (C) 1,024,479 shares of Company Common Stock subject to vesting and restrictions on transfer (“Company Restricted Stock”)), (ii) 27,018,113 shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s 1994 Stock Plan, as amended, 1996 Nonemployee Director Stock Plan, as amended, 1998 Stock Plan, as amended, and 2001 Employee Stock Purchase Plan (the “ESPP”) (such plans, collectively, the “Company Stock Plans”), of which 3,262,887 23,850,560 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common subject to outstanding Company Stock were issued Options or agreements to issue Company Stock Options, and outstanding; (iii) no shares of GameStop Class B Common Company Preferred Stock (including Company Series A Preferred Stock) were issued or outstanding or were held by GameStop the Company as treasury shares. Except as set forth above in its treasury; (iv) 500,000 this Section 3.01(c), at the close of business on December 31, 2005, no shares of GameStop Series A Preferred Stock capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance in connection with or outstanding. At the right close of business on December 31, 2005, there were no outstanding stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to purchase GameStop Series A Preferred receive shares of Company Common Stock pursuant on a deferred basis or other rights (other than Company Stock Options) that are linked to the terms value of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and (collectively, “Company Stock-Based Awards”). All outstanding options to purchase GameStop Class A shares of Company Common Stock granted exclusive of rights under the GameStop ESPP (collectively, “Company Stock Option PlanOptions”) and shares of Company Restricted Stock are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or Company Stock-Based Awards will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 3.01(c) and for issuances of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.01(c) and subject to Section 4.01(a), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) any Company Stock-Based Awards and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c) and subject to Section 4.01(a), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that As of the date of this Agreement, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 2,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 100,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 149, 2005 2021 (such date and time, the “Measurement Date”), (i) 24,563,228 350,949,890 shares of GameStop Class A Company Common Stock were issued and outstanding (none of which were Company Restricted Shares), (ii) no shares of Company Preferred Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Company Common Stock were held by GameStop the Company in its treasury; , (iv) 500,000 59,066,102 shares of GameStop Series A Preferred Company Common Stock were reserved and available for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plans, of the GameStop Rights Agreement; and which (vA) approximately 13,124,915 18,983,205 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A Company Stock Options, (B) 1,119,532 shares of Company Common Stock granted under were subject to outstanding Company RSUs and (C) 911,615 shares and 1,823,230 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of any applicable performance criteria at the GameStop Stock Option Plantarget and maximum levels, respectively). All outstanding As of the Measurement Date, no (A) shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of GameStop area nature that would accrue to the holders of capital stock in, or (E) options, warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (A), (B), (C) and (D) (clauses (A), (B), (C), (D), or (E) collectively, “Equity Interests”) of the Company were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a). From and after the Measurement Date through the date of this Agreement, the Company has not issued any Equity Interests, other than pursuant to the Company Stock Options, Company RSUs and Company PSUs granted pursuant to the Company Stock Plans, in each case that were outstanding as of the Measurement Date, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rightsaccordance with their respective terms as in effect at such time.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 45,000,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 and 6,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsPreferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on April 14November 8, 2005 2019 (the “Capitalization Date”), (i) 24,563,228 35,012,030 shares of GameStop Class A Company Common Stock were issued and outstanding, outstanding (of which 3,262,887 67,033 shares of GameStop Class A Common were subject to vesting restrictions pursuant to the Company Stock were held by GameStop in its treasuryPlans); (ii) 29,901,662 2,668,786 shares of GameStop Class B Company Common Stock were issued and held in treasury; (iii) no shares of Preferred Stock were issued and outstanding; (iiiiv) no 1,529,189 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved and available for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights AgreementCompany Stock Plans; and (v) approximately 13,124,915 669,899 shares of GameStop Class A Company Common Stock were issuable upon exercise of outstanding Company Stock Options; (vi) 2,878,197 shares of Company Common Stock were subject to issued outstanding Company RSUs and outstanding options to purchase GameStop Class A 706,065 shares of Company Common Stock granted were subject to outstanding Performance-Vesting Awards assuming all applicable performance measures were satisfied at maximum levels of performance; (vii) 346,984 shares of Company Common Stock were reserved for future issuance under the GameStop Company ESPP; and (viii) 7,371,788 shares of Company Common Stock Option Planwere reserved for future issuance upon conversion of the Convertible Notes. All Since the Capitalization Date, the Company has not issued any Company Stock Options, Company RSUs or Performance-Vesting Awards or other equity or equity-based awards. Except as set forth in this Section 5.03(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or (z) any rights issued by, or other obligations of, the Company that are linked in any way to the price of any class of Company Capital Stock, the value of the Company or any part of the Company or any dividends or other distributions declared or paid on any shares of capital stock of GameStop the Company. Section 5.03(a) of the Company Disclosure Letter sets forth an accurate list, as of the Capitalization Date, of each outstanding Company Stock Award, in each case specifying the employee ID of the holder, the type of award, the number of underlying shares of Company Common Stock, the date of grant, and, if applicable, the exercise price per share of Company Common Stock and the expiration date. (b) All outstanding shares of Company Common Stock are, and and, at the time of issuance, all such shares that may be issued (i) upon the exercise of Company Stock Options, (ii) upon the vesting or settlement of Company RSUs pursuant to the Company Stock Plans and applicable award agreements, (iii) under the Company ESPP or (iv) upon conversion of the Convertible Notes pursuant to the Indenture, will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or bound. All grants of equity awards or other rights with respect to shares of Company Common Stock to current or former directors, officers, employees, agents or consultants of the Company or any Company Subsidiary have been made in accordance with applicable Law, the terms of the applicable Company Stock Plans and award agreements thereunder or the Company ESPP, as applicable, and any policy of the Company or Company Board (including any committee thereof) relating to the grant of such awards or rights. Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the Company in connection with (x) the payment of the exercise price of Company Stock Options with Company Common Stock (including in connection with “net exercises”), (y) required tax withholding in connection with the exercise of, vesting or settlement of Company Stock Awards, and (z) forfeitures of Company Stock Awards, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary. Except for the Convertible Notes, there are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s stockholders may vote (“Company Voting Debt”). None of the Company or any of the Company Subsidiaries is a party to or otherwise bound by any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop the Company Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock par value $0.001 per share and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14July 15, 2005 2025 (the “Measurement Date”): (i) 24,563,228 44,171,194 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B the Company Common Stock were issued and outstanding; (iiiii) no shares of GameStop Class B the Company Common Stock were held by GameStop the Company in its treasury; (iii) 9,964,518 shares of the Company Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of approximately $15.96 per share, 3,005,288 shares of Company Common Stock were subject to outstanding In-the-Money Options with a weighted average exercise price of approximately $6.05 per share; (iv) 500,000 1,115,274 shares of GameStop Series A Preferred the Company Common Stock were subject to outstanding Company Restricted Stock Units; (v) 16,059,599 shares of the Company Common Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plans, 9,702,424 of which were available for future issuance; (vi) 667,931 shares of the GameStop Rights AgreementCompany Common Stock were reserved for issuance pursuant to the Company ESPP, 506,565 of which were available for future issuance; and (vvii) approximately 13,124,915 no shares of GameStop Class A Common Company Preferred Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under or outstanding. Except as set forth above, at the GameStop Stock Option Plan. All outstanding close of business on the Measurement Date, no shares of capital stock of GameStop the Company were issued, reserved for issuance or outstanding. From the Measurement Date to the Agreement Date, there have been no issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock or other voting securities or equity interests of the Company or other rights that give the holder thereof any economic or voting interest of a nature accruing to the holders of the Company Common Stock, other than the issuance of the Company Common Stock upon the exercise of Company Stock Options or vesting and settlement of Company Restricted Stock Units in accordance with their terms. (b) All outstanding shares of the Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (c) As of the Agreement Date, there are no bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Common Stock may vote by virtue of their ownership thereof (“Voting Company Debt”). (d) Except as set forth in Section 4.02(a) of this Agreement and in Section 4.02(d) of the Company Disclosure Letter, as of the Measurement Date, there are no options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which the Company is a party or by which the Company is bound: (i) obligating the Company to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of, or other voting securities or equity interests in, or any security convertible or exchangeable for any shares of capital stock of, or other voting securities or equity interests in, the Company or any Voting Company Debt; (ii) obligating the Company to issue, grant or enter into any such option, warrant, security, unit, right or Contract; (iii) that give any Person the right to receive any economic or voting interest of a nature accruing to the holders of the Company Common Stock; or (iv) restricting the transfer of, containing any right of first refusal or right of first offer with respect to, or requiring the registration for sale of any shares of, capital stock of the Company. (e) As of the Measurement Date, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for: (i) acquisitions of shares of the Company Common Stock in connection with the surrender of shares of the Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options; (ii) the withholding of shares of the Company Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans; and (iii) the acquisition by the Company of Company Stock Options and Company Restricted Stock Units in connection with the forfeiture or repurchase of such awards or shares. (f) All Company Stock Options and Company Restricted Stock Units are evidenced by written award agreements, in each case, substantially in the forms that have been made available to Parent, except to the extent that such agreements differ from such forms and from one another with respect to the number of shares of the Company Common Stock covered thereby, the type of award, the exercise price, exercise period, vesting schedule, vesting terms and expiration date applicable thereto. (g) Section 4.02(g) of the Company Disclosure Letter sets forth a true and complete list of all outstanding Company Stock Options and Company Restricted Stock Units, as of the Measurement Date, indicating for each such Company Stock Option or Company Restricted Stock Unit: (i) the name of the holder thereof; (ii) the date of grant; (iii) the number of vested and unvested shares underlying Company Stock Options and Company Restricted Stock Units; and (iv) for each Company Stock Option, the per share exercise price. Each Company Stock Option and Company Restricted Stock Unit was granted or issued in violation all material respects in accordance with the terms of preemptive rightsthe applicable Company Stock Plan and all applicable Laws.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 75,000,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 shares of GameStop which 71,000,000 are authorized as Class A Stock and 4,000,0000 are authorized as Class B Common Stock Stock, and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14June 25, 2005 2021 (the “Measurement Date”), (i) 24,563,228 17,662,016 shares of GameStop Class A Common Stock and 3,344,775 shares of Class B Common Stock, respectively, were issued and outstanding, (ii) 622,584 shares of Company Common Stock were subject to Company SARs (assuming a fair market value per share of Company Common Stock of $87.50), (iii) 544,605 shares of Company Common Stock were subject to Company RSUs, (iv) 234,301 shares of Company Common Stock were subject to Company PSUs (at “maximum” level of performance for PSUs granted in 2019 and 2021, and at actual performance for PSUs granted in 2020 for which performance has already been achieved), (v) 192,605 shares of Company Common Stock were held by the Company in its treasury, (vi) 2,381,264 additional shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, and (vii) no shares of Company Preferred Stock were issued and outstanding. Except as set forth above, at the close of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) business on the Measurement Date, no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop arethe Company were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of the Company or options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the rights under the Company Stock Plans and any related award agreements. The Company has provided to Parent a complete and accurate list of each outstanding Company equity award granted under the Company Stock Plans outstanding as of the Measurement Date and: (i) the name of the holder of such Company Equity Award, (ii) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (iii) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award, (iv) the date on which such Company equity award was granted or issued, and (v) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the Measurement Date. (b) All outstanding shares of Company Common Stock, and all such shares that may be issued prior to the Effective Time when issued, (i) are or will be, when issuedas applicable, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights, purchase options, calls or rights of first refusal or similar rights and (ii) issued in violation compliance in all material respects with applicable securities Laws and other applicable Law and all requirements set forth in applicable Contracts. (c) Except as set forth in Section 4.2(a), as of preemptive the date of this Agreement, there are no options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or other rights to acquire shares of capital stock of the Company or Contracts to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of the Company, (ii) obligating the Company to issue, grant or enter into, as applicable, any such option, warrant, security, unit, right or Contract or (iii) that give any person the right to receive any economic interest of any nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, calls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for (A) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to awards granted pursuant to the Company Stock Plans and (B) in connection with Company SARs, Company RSUs and Company PSUs upon settlement or forfeiture of awards or payment of the ▇▇▇▇▇ ▇▇▇▇▇ of Company SARs. Neither the Company nor any Company Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into, exercisable for or exchangeable for securities having the right to vote) with the stockholders of the Company on any matter. (d) All Company SARs, Company RSUs and Company PSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements may differ from such forms with respect to the number of Company SARs, Company RSUs and Company PSUs or shares of Company Common Stock covered thereby, the ▇▇▇▇▇ ▇▇▇▇▇ (if applicable), the vesting schedule, the expiration date applicable thereto and other similar terms.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 30,000,000 shares of Company Common Stock, 800,000 shares of Class A GameStop Common Preferred Stock, $1.00 par value, and 2,000,000 shares of Class B Preferred Stock, $1.00 par value, of which (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 152,321 shares have been designated as Series A Junior Participating C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value $.001 per share and (“GameStop v) 4,000 shares have been designated as Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series 1997-A Preferred Stock (collectively, the “GameStop Rights”"Company Preferred Stock"). At the close of business on April 148, 2005 2003, (i) 24,563,228 9,304,159 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 193,850 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued treasury and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Company Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options or held in the Company's treasury. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued and fully paid and nonassessable. Schedule 4.01(c) sets forth a complete and correct list, as of the close of business on April 8, 2003, of the plans pursuant to which Options have been granted and are outstanding (the "Company Stock Plans"), the number of shares of Company Common Stock subject to Options and Warrants, and the exercise prices thereof. Except as set forth on Schedule 4.01(c), as of the close of business on April 8, 2003, there were no outstanding securities, options, warrants, calls, rights or agreements to which the Company or any of its subsidiaries is a party obligating the Company or any of its subsidiaries to issue, deliver, sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries. As of the close of business on April 8, 2003, there were no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. The Company has made available to Purchaser a complete and correct copy of the Rights Agreement dated as of August 1, 1995, as amended to date (the "Company Rights Agreement"), between the Company and the rights agent thereunder relating to rights to purchase GameStop Class A Company Common Stock granted under (the GameStop Stock Option Plan"Company Rights"). All outstanding shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rightsincluded for trading on the Nasdaq SmallCap Market.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop ------------------ the Company consists entirely of (i) 300,000,000 200,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (“GameStop the "Company ------- Authorized Preferred Stock”" and, together with the Company Common Stock, the -------------------------- "Company Stock"). At the close of business on November 17, 1999, (i) -------------- 18,351,054 shares of Company Common Stock were issued and outstanding, (ii) 1,097,719 shares of Company Authorized Preferred Stock were issued and outstanding, consisting entirely of shares of Company Preferred Stock, (iii) 2,837,558 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,097,719 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Stock, 1,671,436 shares of Company Common Stock were reserved for issuance pursuant to exercise of outstanding Company Employee Stock Options (as defined in Section 6.04(d)) and 550,564 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (as defined in Section 6.04(d)), and (v) 185,000 shares of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 1.00 per share (“GameStop Series A the "Junior Preferred Stock”"), of GameStop. Each share of GameStop Class A Common Stock carries the Company were ---------------------- reserved for issuance in connection with it an associated share purchase right the rights (the "Company Rights") -------------- issued pursuant to the Rights Agreement dated as of August 26, 1999, between GameStop the Company and The Bank First Chicago Trust Company of New York, as rights agent, dated as of October 28, 2004 Rights Agent (as amended from time to time, the “GameStop "Company Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At Except as ------------------------ set forth above at the close of business on April 14November 17, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstanding1999, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Company Capital Stock or other equity securities or voting securities of the Company were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in connection Section 6.04) that were not granted in tandem with the right to purchase GameStop Series A Preferred a related Company Employee Company Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option PlanOption. All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock may vote ("Voting Company Debt"). Except as ------------------- set forth above, except pursuant to the ESOP (as defined in Section 3.03(c)), a true and complete copy of which has been previously provided to Parent, and except for the transactions contemplated by this Agreement, there are not subject any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts (as defined in Section 3.05(a)), arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or issued derived from the economic benefits and rights occurring to holders of Company Capital Stock. As of the date of this Agreement, except as set forth in violation the Partnership Agreement (as defined in Section 6.12(a)), there are not any outstanding contractual obligations of preemptive rightsthe Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. The Company has delivered to Parent a complete and correct copy of the Company Rights Agreement.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 45,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A "Company Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April January 14, 2005 2003, (i) 24,563,228 22,595,758 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 5,633,499 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Equity Compensation Plan of the GameStop Rights Agreement; Company, as amended, and the 2000 Equity Compensation Plan of the Company, as amended (v) approximately 13,124,915 such plans, collectively, the "Company Stock Plans"), of which 3,884,538 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options, and 47,787 shares of Company Common Stock were subject to vesting and restrictions on transfer (collectively, "Company Restricted Stock"), (iv) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares and (v) warrants to acquire 106,329 shares of Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. Except as set forth above in this Section 3.01(c), at the close of business on January 14, 2003, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options and Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of January 14, 2003, of all outstanding options to purchase GameStop Class A shares of Company Common Stock granted (collectively, "Company Stock Options") under the GameStop Company Stock Plans or otherwise, and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. No shares of Company Common Stock are subject to repurchase by the Company at a fixed purchase price. All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. As of the close of business on January 14, 2003, there were outstanding Company Stock Options to purchase 1,162,531 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $2.67. As of the close of business on January 14, 2003, there were outstanding Warrants to purchase 101,829 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration. Each Company Stock Option Planmay, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be canceled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or the Warrants will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”)” and, of which 500,000 shares have been designated Series A Junior Participating Preferred together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14February 28, 2005 2005, (i) 24,563,228 50,801,291 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 414,872 shares issued pursuant to the Company’s Incentive Award Plan or its predecessor plan (collectively, the “Company Stock Plan”) were subject to vesting and restrictions on transfer (collectively, “Company Restricted Stock”), (ii) 2,491,800 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; treasury and (iiiii) 29,901,662 9,375,000 shares of GameStop Class B Company Common Stock were issued reserved and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved available for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plan, of the GameStop Rights Agreement; and (v) approximately 13,124,915 which 2,498,532 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A shares of Company Common Stock (collectively, “Company Stock Options”) with a weighted-average exercise price of $21.67. (b) Except as set forth above, at the close of business on February 28, 2005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance, outstanding or held by the Company in its treasury. As of the date of this Agreement, (other than Company Stock Options), there were no outstanding options, stock appreciation rights, “phantom” stock rights, performance awards, units, dividend equivalent awards, rights to receive shares of Company Common Stock on a deferred basis, rights to purchase or receive Company Common Stock or other rights that are linked to the value of Company Common Stock (collectively, “Company Stock-Based Awards”) issued or granted under by the GameStop Stock Option PlanCompany or any Company Subsidiary to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary. All outstanding shares of capital stock of GameStop Company Common Stock are, and all shares that which may be issued pursuant to the Company Stock Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the amended and restated certificate of incorporation of the Company, as amended through the date of this Agreement (as so amended, the “Company Charter”), the amended and restated bylaws of the Company, as amended through the date of this Agreement (as so amended, the “Company Bylaws”) or any Contract to which the Company is a party or otherwise bound. During the period from February 28, 2005 to the date of this Agreement, there have been no issuances, reservation for issuance or grants by the Company or any Company Subsidiary of any shares of Company Capital Stock or other voting securities or equity interests of the Company or any Company Subsidiary (other than issuances or grants of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of this Agreement). (c) There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote on any matters on which holders of capital stock or other equity interests of the Company or any Company Subsidiary may vote (“Voting Company Debt”). (d) Except as set forth above in this Section 3.03, as of the date of this Agreement, there are (i) no options, warrants, calls, rights, convertible or exchangeable securities, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (A) shares of capital stock or other voting securities or equity interests of, or any security convertible or exercisable for or exchangeable into any capital stock or other voting securities or equity interests of, the Company or any Company Subsidiary or (B) any Voting Company Debt and (ii) no other rights the value of which is in any way based on or derived from, or that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of, capital stock or other voting securities or equity interests of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any such security. (e) Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. (f) As of the date of this Agreement, (i) the only outstanding indebtedness for borrowed money (other than indebtedness incurred in the ordinary course of business not in excess, individually or in the aggregate, of $25,000,000) of the Company and the Company Subsidiaries is $524,947,000 in aggregate principal amount of loans under the Amended and Restated Credit Agreement dated as of August 13, 2001, and amended and restated as of July 2, 2002, as amended as of November 19, 2003 (the “Company Credit Agreement”), among the Company, the lending institutions party thereto, Deutsche Bank Securities, Inc. and L▇▇▇▇▇ Brothers, Inc., as co-lead arrangers, Deutsche Bank Trust Company Americas, as Administrative Agent, L▇▇▇▇▇ Commercial Paper, Inc., as Syndication Agent and Citicorp USA, Inc., The Bank of Nova Scotia and Credit Lyonnais New York Branch, as Documentation Agents, and (ii) there are no guarantees by the Company or any of the Company Subsidiaries of indebtedness of third parties for borrowed money.

Capital Structure. (a) GameStop represents and warrants that As of the date of this Agreement, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 500,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 2024 (such date and time, the “Measurement Date”), (i) 24,563,228 76,535,644 shares of GameStop Class A Company Common Stock were issued and outstanding (61,779 of which were Company Restricted Shares), (ii) no shares of Company Preferred Stock were issued and outstanding, of which 3,262,887 (iii) 0 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; , (iv) 500,000 (A) 3,641,509 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options, (B) 3,563,287 shares of Company Common Stock were subject to outstanding Company RSUs, and (C) 1,542,760 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of any applicable performance criteria at actual performance levels for Company PSUs (or portions thereof) for which the performance period has been completed prior to the date hereof and at target levels for all other Company PSUs (or portions thereof)), (v) 23,447 Phantom RSUs issued and outstanding options to purchase GameStop Class A outstanding, (vi) 69,800 Phantom Options issued and outstanding, (vi) an additional 2,218,345 shares of Company Common Stock granted were reserved and available for issuance pursuant to the Company Stock Plan (for the avoidance of doubt, not including the shares of Company Common Stock subject to the Company Equity Awards set forth above), and (vii) 803,716 shares of Company Common Stock were reserved and available for issuance pursuant to the Company ESPP and 164,294 shares of Company Common Stock were subscribed and/or currently estimated to be subscribed for under the GameStop Stock Option PlanCompany ESPP during the current offering period immediately prior to the date hereof. All outstanding As of the Measurement Date, no (A) shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of GameStop a nature that would accrue to the holders of capital stock in, or (E) options, warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (A), (B), (C) and (D) (clauses (A), (B), (C), (D), or (E) collectively, “Equity Interests”) of the Company were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a). (b) All issued and outstanding Equity Interests in the Company are, and at the time of issuance all Equity Interests in the Company that may be issued prior to the Effective Time in accordance with the terms of this Agreement, including all shares that may be issued pursuant to the Company Stock Plan, will be, when issued, duly authorized, validly issued, fully paid and nonassessable (to the extent applicable as a legal concept), have been or will be issued in compliance with all applicable securities laws, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is, or, to the knowledge of the Company, a stockholder of the Company is, a party or otherwise bound. (c) There are no bonds, debentures, notes or other Indebtedness of the Company that may have at any time (whether actual or contingent) the right to vote, or that are convertible into or exchangeable for securities having the right to vote, on any matters on which holders of shares of Company Common Stock may vote (“Voting Company Debt”) or any securities that are convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, Voting Company Debt. (d) Except for the Company Stock Options, Company RSUs, Company PSUs, Phantom RSUs or Phantom Options, in each case in accordance with their respective terms as in effect as of the date hereof, there are no outstanding obligations of the Company or any Subsidiary thereof to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any Equity Interests in the Company or such Subsidiary. There are no outstanding obligations of the Company or any Subsidiary thereof to directly or indirectly amend, redeem, repurchase or otherwise acquire any Equity Interests in the Company or such Subsidiary, except in the case of the Company, for (A) acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of such Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to Company Stock Options, Company RSUs or Company PSUs or (C) the acquisition by the Company of Company Stock Options, Company RSUs, Company PSUs, Phantom RSUs or Phantom Options in connection with the forfeiture of such awards, in each case, in accordance with their respective terms. Neither the Company nor any Subsidiary thereof, is party to any agreement with respect to the voting, transfer or registration of any capital stock or voting securities of, or other Equity Interests in, the Company or such Subsidiary, except in the case of the Company, for the Stockholders Agreement, dated as of July 27, 2021, by and among the Company and the other parties named therein (the “Stockholders Agreement”). (e) Section 3.02(e) of the Company Disclosure Letter sets forth a correct and complete list of each holder of an outstanding Company Equity Award as of the date hereof, which schedule shows for each Company Equity Award, as applicable, the date such Company Equity Award was granted, the number of shares of Company Common Stock subject to such Company Equity Award (assuming achievement of any applicable performance criteria at actual performance levels for Company PSUs (or portions thereof) for which the performance period has been completed prior to the date hereof and at target levels for all other Company PSUs (or portions thereof) and the applicable exercise price of each Company Equity Award that is a Company Stock Option. With respect to each Company Equity Award, each Company Stock Option has an exercise price that is equal or greater than the fair market value of the underlying Company Common Stock on the applicable grant date, and each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements of the Company.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 10,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stockPreferred Stock of the Company, par value $0.001 1.00 per share (“GameStop the "Company Preferred Stock”"), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop the "Series A Preferred Stock”") and Series B Preferred Stock (the "Series B Preferred Stock"). At the close of business on February 26, 2001, (A) 4,943,633 shares of GameStop. Each Company Common Stock were outstanding, (B) 18,047 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Preferred Stock, (C) 26,000 Company Stock Options were outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one share of GameStop Class A Company Common Stock, (D) 26,000 shares of Company Common Stock carries with it an associated share purchase right are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, (E) 655,091 shares of Company Common Stock were held by the Company in its treasury or by its Subsidiaries, (F) 16,423 shares of Series A Preferred Stock, were issued and outstanding, and (G) 70,000 shares of Series B Preferred Stock have been reserved for issuance upon exercise of the rights (the "Company Rights") distributed to the holders of Company Common Stock pursuant to the Rights Agreement dated as of March 31, 1993 between GameStop the Company and The Bank of New York, as rights agent, dated as of October 28, 2004 Rights Agent (as amended from time to time, the “GameStop "Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At The Company Disclosure Letter sets forth a true and complete list of the close of business on April 14outstanding Company Stock Options, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were issued including the exercise prices and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; vesting schedules therefor. (ii) 29,901,662 shares No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of GameStop Class B Common Stock were the Company are issued and or outstanding; . (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of the Company's capital stock of GameStop are, and all shares that may be issued will be, when are validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with applicable securities laws and regulations. All shares of Company Common Stock subject to issuance upon the exercise of Company Stock Options, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and not subject to or free of preemptive rights and will be issued in violation compliance with applicable securities laws and regulations. (iv) Except for this Agreement, the Rights Agreement, the Company Rights, and the Company Stock Plans, there are no options, warrants, calls, rights, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents, or other rights, commitments or agreements of preemptive rightsany character to which the Company or any Subsidiary of the Company is a party or by which it is bound obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt of the Company or of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 35,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 2,000,000 shares of preferred stock, par value $0.001 .01 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14March 2, 2005 2005, (i) 24,563,228 14,445,563 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 7,269,604 shares of GameStop Class B Company Common Stock were issued reserved for issuance pursuant to the Amended and outstanding; Restated 1996 Equity Compensation Plan of the Company and the 1999 Employee Stock Purchase Plan of the Company (iiithe “ESPP”, and such plans collectively, the “Company Stock Plans”), of which 4,873,628 shares of Company Common Stock were subject to outstanding Company Stock Options, (iv) other than as set forth in clause (v), no shares of GameStop Class B Common Company Preferred Stock were issued or outstanding or were held by GameStop the Company in its treasury; treasury and (ivv) 500,000 50,000 shares of GameStop Company Preferred Stock designated as Series A Junior Participating Preferred Stock Shares were reserved for issuance in connection with the right rights (the “Rights”) to purchase GameStop Series A Preferred Stock be issued pursuant to the terms Rights Agreement dated as of July 31, 2001, between the Company and American Stock Transfer & Trust Company, as rights agent (the “Rights Agreement”). Except as set forth above in this Section 3.01(c), at the close of business on March 2, 2005, no shares of capital stock or other voting securities or equity interests of the GameStop Rights Agreement; and (v) approximately 13,124,915 Company were issued, reserved for issuance or outstanding. There are no outstanding shares of GameStop Class A Company Common Stock were or Company Preferred Stock subject to issued vesting or restrictions on transfer, stock appreciation rights (“SARs”), “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of March 2, 2005, of all outstanding options to purchase GameStop Class A shares of Company Common Stock granted (collectively, but exclusive of rights under the GameStop ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. All (i) outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares by the Company at a fixed purchase price and (ii) Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. There are no Company Stock Options intended to qualify as an “incentive stock option” under Section 422 of the Code, and the exercise price of each Company Stock Option Planis no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. As of the close of business on March 2, 2005, there were outstanding Company Stock Options to purchase 3,962,148 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.21. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP at the close of business of July 29, 2005 is 25,000, which number was calculated assuming (A) the fair market value of a share of Company Common Stock on such date is equal to the Merger Consideration and payroll deductions continue at the current rate, (B) not giving effect to any limitation contained in the ESPP as to the number of shares that a participant may purchase in any given period and (C) excluding any individuals that are on leave from their employment with the Company as of the date of this Agreement. Each Company Stock Option may, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or rights under the ESPP will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting agreement with respect to the voting of any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 1,500,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred ” and together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 1425, 2005 2011, (i) 24,563,228 57,512,633 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock 22,814 were held by GameStop in its treasury; Company Restricted Shares, (ii) 29,901,662 no shares of GameStop Class B Common Company Preferred Stock were issued and outstanding; , (iii) no 6,568,656 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 2,575,038 shares were issuable upon exercise of outstanding Company Stock Options and (B) 2,588,185 shares were potentially issuable under outstanding Company RSUs, including performance-based Company RSUs and Annual Incentive Company RSUs, (iv) 500,000 73,271 shares of GameStop Series A Preferred Company Common Stock were reserved for issuance under the Company Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”), and (v) (x) 44,132 shares of Company Common Stock were reserved for issuance upon conversion of the Company’s 3.0% Convertible Senior Notes due May 15, 2012 (the “Company Convertible Notes”) and (y) the Conversion Rate (as defined in connection with the right to purchase GameStop Series A Preferred Stock pursuant to indenture governing the terms of the GameStop Rights Agreement; and (vCompany Convertible Notes) approximately 13,124,915 was 14.2086 shares of GameStop Class A Company Common Stock per $1,000 principal amount of Company Convertible Notes and no adjustments had been made to the table or any amount therein set forth in section 10.13(c) of such indenture since the execution of such indenture. Except as set forth in this Section 4.03(a), at the close of business on April 25, 2011, no shares of capital stock or voting securities of, or other equity interests in, the Company were subject issued, reserved for issuance or outstanding. From the close of business on April 25, 2011 to issued and outstanding options to purchase GameStop Class A the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock granted under upon the GameStop exercise of Company Stock Option Plan. Options outstanding at the close of business on April 25, 2011 and in accordance with their terms in effect at such time. (b) All outstanding shares of capital stock of GameStop Company Common Stock (including Company Restricted Shares) are, and and, at the time of issuance, all such shares that may be issued upon the exercise of Company Stock Options or pursuant to the Company Stock Plans or the Company ESPP will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the Company in connection with (i) the payment of the exercise price of Company Stock Options with Company Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Company Stock Options, the vesting of Company Restricted Shares and the vesting or delivery of other awards pursuant to the Company Stock Plans, and (iii) forfeitures of Company Stock Options and Company Restricted Shares, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Company Stock Options, (i) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) for such option by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee or subcommittee thereof), and (ii) the per share exercise price of each Company Stock Option was at least equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or, other than the Company Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (“Company Voting Debt”). Neither the Company nor any of the Company Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company. Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. (c) If any holder of the Company Convertible Notes exercises its conversion rights thereunder, the Company has the right to pay cash in lieu of all shares that would otherwise be issuable upon such conversion. The Company Convertible Notes are not, as of the date hereof, convertible by the holders thereof and the Company has not issued any shares of Company Common Stock upon conversion of the Company Convertible Notes.

Capital Structure. (a) GameStop represents and warrants that As of the Agreement Date, the authorized share capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares of Class A GameStop 564,111,242 Company Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)Shares. At the close of business on April 14October 20, 2005 2022 (the “Capitalization Time”), (i) 24,563,228 shares of GameStop Class A 96,788,508 Company Common Stock Shares were issued and outstanding, of which 3,262,887 shares of GameStop Class A outstanding; (ii) no Company Common Stock Shares were held in the Company’s treasury; (iii) 3,115,663 Company Common Shares were reserved and available for the grant of stock options and future awards pursuant to the Company Share Plans; (iv) 5,247,354 Company Common Shares were issuable upon the exercise of outstanding Company Options (assuming the vesting in full of such Company Options); (v) 6,943,641 Company Common Shares were issuable upon the vesting or settlement of outstanding Company RSUs; (vi) 798,805 Company Common Shares were issuable upon the vesting or settlement of outstanding Company PSUs (assuming performance goals are satisfied); and (vii) 49,800 Company Common Shares were issuable upon the exercise of the 2017 Company Warrant at an exercise price of $15.06 per Company Common Share and 23,910 Company Common Shares were issuable upon the exercise of the 2018 Company Warrant at an exercise price of $18.82 per Company Common Share. (b) Except as set forth in Section 3.02(a) and Section 3.03(a), the Company Organizational Documents and for such securities of any Company Subsidiary held by GameStop the Company or any of its other Subsidiaries, at the Capitalization Time, there are no issued, reserved for issuance or outstanding: (i) capital shares, voting securities, voting Indebtedness, or ownership interests in its treasurythe Company or any Company Subsidiary; (ii) 29,901,662 securities or Indebtedness issued by the Company or a Company Subsidiary that are convertible into or exchangeable for shares of GameStop Class B Common Stock were issued and outstandingcapital stock, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary; (iii) no shares warrants, calls, options or other rights to acquire from the Company or a Company Subsidiary, or other obligation of GameStop Class B Common Stock were held by GameStop in its treasurythe Company or a Company Subsidiary to issue, any capital stock, voting securities, voting Indebtedness, or securities convertible into or exchangeable for capital stock, voting securities or voting Indebtedness of the Company or a Company Subsidiary; or (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the right to purchase GameStop Series A Preferred Stock pursuant to the terms value or price of, any capital stock or voting securities of the GameStop Rights Agreement; and Company or any Company Subsidiary (vthe foregoing (i) approximately 13,124,915 shares of GameStop Class A – (iv), a “Company Equity Related Obligation”). Since the Capitalization Time, neither the Company nor any Company Subsidiary has issued any Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. Shares or otherwise entered into any Company Equity Related Obligation, except as specifically permitted in Section 5.01(b). (c) All outstanding shares of capital stock of GameStop Company Common Shares are, and and, at the time of issuance, all shares Company Common Shares that may be issued upon the exercise, vesting or settlement of Company Share Awards and the exercise of the Company Warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, Law or any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the Bermuda Companies Act, the Company Organizational Documents, the Organizational Documents of any Company Subsidiary or any Contract to which the Company or any Company Subsidiary is a party or otherwise bound. (d) Since the Capitalization Time, except for acquisitions or deemed acquisitions of Company Common Shares in connection with (i) the settlement of any cashless exercise of a Company Option or Company Warrant, or the withholding of Taxes in connection with the exercise, vesting or settlement of Company Share Awards, and (ii) forfeitures of Company Share Awards, neither the Company nor any Company Subsidiary has repurchased, redeemed or otherwise acquired any Equity Interests in, the Company (including Company Common Shares) or any Company Equity Related Obligation. (e) Section 3.03(e) of the Company Disclosure Letter sets forth, as of the Capitalization Time, a true and complete list of each outstanding Company Option, Company RSU and Company PSU and, as applicable, (i) the identification number of each holder thereof; (ii) the date of grant (or if applicable, the date of repricing); (iii) the number of Company Common Shares subject to each award (deeming performance goals as being satisfied); (iv) the unvested portion of each such Company Option, Company RSU and Company PSU; (v) the vesting schedule of each such Company Option, Company RSU and Company PSU, and, if applicable, settlement schedule of such awards, including any accelerated vesting provisions; and (vi) the exercise or purchase price thereof, if applicable. Each grant of a Company Option, Company RSU and Company PSU was properly approved by the Company Board (or a duly authorized committee or subcommittee thereof or the Company’s principal executive officer with due authorization) in compliance in all material respects with Law, recorded on the Company’s consolidated financial statements in accordance with GAAP in all material respects, and were validly issued, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of the grant. The exercise price of each Company Option is not less than the fair market value of a Company Common Share on the date of grant (or if applicable, the date of repricing) of such Company Option. Except for Company Options, Company RSUs and Company PSUs, there are no awards or rights outstanding as of the Capitalization Time under the Company Share Plans.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 140,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14October 31, 2005 2014, (i) 24,563,228 (A) 56,705,062 shares of GameStop Class A Company Common Stock were issued and outstanding, of outstanding (which 3,262,887 number includes 1,381,368 shares of GameStop Class A Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) and (B) 25,866,310 shares of Company Common Stock were held by GameStop the Company in its treasury; , (ii) 29,901,662 2,602,026 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A (the “Company Stock Options”), (iii) 24,376 shares of Company Common Stock granted under were issuable upon settlement or vesting of outstanding Company restricted stock units (the GameStop “Company RSUs”), (iv) 32,356 shares of Company Common Stock Option Planwere issuable upon settlement or vesting of outstanding Company Deferred Stock Units and (v) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury. Except as set forth above, at the close of business on October 31, 2014, no shares of capital stock or other voting securities of the Company were issued or outstanding. Since December 31, 2013, the Company has not declared or paid any dividend or declared or made any distribution on any of its capital stock. Since October 31, 2014 to the date of this Agreement, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options or vesting of Company RSUs outstanding as of October 31, 2014 and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock. All outstanding shares of capital stock of GameStop Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company. There are no bonds, debentures, notes or other indebtedness of the Company that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of October 31, 2014 there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of, or equity interests in, or any security convertible or exchangeable for any capital stock or other security of, or equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (2) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person the right to subscribe for or acquire any securities of the Company or any of its Subsidiaries, or to receive any economic interest of a nature accruing to the holders of Company Common Stock or otherwise based on the performance or value of shares of capital stock of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, other than pursuant to the Company Stock Plans, or options, warrants or other rights to acquire shares of capital stock of the Company or any such Subsidiary other than as described above. (ii) Section 3.01(c)(ii) of the Company Disclosure Letter sets forth a correct and complete listing of all outstanding Company Restricted Stock, Company RSUs, Company Deferred Stock Units and Company Stock Options as of October 31, 2014, setting forth the holder’s participant identification number, grant date and vesting schedule with respect to each award, and the exercise price with respect to each Company Stock Option.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop ▇▇▇▇▇▇▇▇.▇▇▇ consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, without par value $0.001 per share (“GameStop "▇▇▇▇▇▇▇▇.▇▇▇ Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14August 4, 2005 2000: (i) 24,563,228 48,866,633 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock were issued and outstanding; (ii) 52,698 shares of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock were held by ▇▇▇▇▇▇▇▇.▇▇▇ in its treasury; (iii) no shares of GameStop Class B Common ▇▇▇▇▇▇▇▇.▇▇▇ Preferred Stock were held by GameStop in its treasuryissued and outstanding; (iv) 500,000 8,817,838 shares of GameStop Series A Preferred ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock were reserved for issuance pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of ▇▇▇▇▇▇▇▇.▇▇▇ or its subsidiaries participate as of the date hereof, complete and correct copies of which, in each case as amended as of the date hereof, have been filed as exhibits to the ▇▇▇▇▇▇▇▇.▇▇▇ Filed SEC Documents or delivered to Phone (such plans, collectively, the "▇▇▇▇▇▇▇▇.▇▇▇ Stock Plans"), (v) 850,000 shares of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock were reserved for issuance pursuant to options outside the ▇▇▇▇▇▇▇▇.▇▇▇ Stock Plans; and (vi) 146,721 shares of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock were reserved for issuance upon the exercise of outstanding warrants and (vii) 155,000 shares of ▇▇▇▇▇▇▇▇.▇▇▇ Preferred Stock will be designated as Series A Participating Preferred Stock all of which will be reserved for issuance upon the exercise of preferred stock purchase rights (the "▇▇▇▇▇▇▇▇.▇▇▇ Rights") issued pursuant to the Rights Agreement approved by the board of directors of ▇▇▇▇▇▇▇▇.▇▇▇ in connection with its approval of this Agreement and to be entered into no later than ten (10) days following the right date hereof substantially in the form previously provided to purchase GameStop Series A Preferred Stock pursuant to Phone (the terms of the GameStop "▇▇▇▇▇▇▇▇.▇▇▇ Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan"). All outstanding shares of capital stock of GameStop ▇▇▇▇▇▇▇▇.▇▇▇ are, and all shares that which may be issued as permitted by this Agreement or otherwise will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as set forth in this Section 3.2(c), and except for changes since March 31, 2000, resulting from the issuance of shares of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock pursuant to the ▇▇▇▇▇▇▇▇.▇▇▇ Options or as expressly permitted by this Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of ▇▇▇▇▇▇▇▇.▇▇▇, (B) any securities of ▇▇▇▇▇▇▇▇.▇▇▇ or any ▇▇▇▇▇▇▇▇.▇▇▇ subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of ▇▇▇▇▇▇▇▇.▇▇▇, (C) any warrants, calls, options or other rights to acquire from ▇▇▇▇▇▇▇▇.▇▇▇ or any ▇▇▇▇▇▇▇▇.▇▇▇ subsidiary, and any obligation of ▇▇▇▇▇▇▇▇.▇▇▇ or any ▇▇▇▇▇▇▇▇.▇▇▇ subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of ▇▇▇▇▇▇▇▇.▇▇▇, and (y) there are no outstanding obligations of ▇▇▇▇▇▇▇▇.▇▇▇ or any ▇▇▇▇▇▇▇▇.▇▇▇ subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither ▇▇▇▇▇▇▇▇.▇▇▇ nor any ▇▇▇▇▇▇▇▇.▇▇▇ subsidiary is a party to any agreement restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the ▇▇▇▇▇▇▇▇.▇▇▇ Options, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences. Other than the ▇▇▇▇▇▇▇▇.▇▇▇ subsidiaries, ▇▇▇▇▇▇▇▇.▇▇▇ does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to ▇▇▇▇▇▇▇▇.▇▇▇ and its subsidiaries as a whole.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares 100,000,000 Company Shares, of Class A GameStop Common Stockwhich 40,646,001 Company Shares were issued and outstanding as of July 7, (ii) 100,000,000 shares of GameStop Class B Common Stock 2011, and (iii) 5,000,000 shares of preferred stockPreferred Stock, no par value $0.001 per share (the “GameStop Company Preferred StockShares”), none of which 500,000 were outstanding as of the date of this Agreement. Other than as set forth in Section 5.1(b) of the Company Disclosure Letter, no shares were held in treasury by the Company or its Subsidiaries. All of the outstanding Company Shares have been designated Series A Junior Participating duly authorized and validly issued and are fully paid and nonassessable. The Company has no Company Shares or Company Preferred StockShares reserved for issuance, par value $.001 per share (“GameStop Series A Preferred Stock”)except that as of July 7, 2011, there were an aggregate of 21,700,000 Company Shares reserved for issuance, of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued which 3,905,925 Company Shares were subject to outstanding awards pursuant to the Rights Agreement between GameStop Company Stock Plans, of which 2,838,776 Company Shares were subject to outstanding options, 1,045,751 Company Shares were issued in the form of restricted stock (“Company Restricted Shares”) and The Bank of New York, as 28,194 Company Shares were subject to outstanding rights agent, dated as of October 28, 2004 (as amended from time to timereceive Company Shares, the value of which is determined by reference to Company Shares (each a “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Common Stock (the “GameStop RightsUnit”). At From July 7, 2011 to the close date of business on April 14this Agreement, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were the Company has not issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock any Company Shares except pursuant to the terms exercise of Company Options, Company Restricted Shares and the GameStop Rights Agreement; and (v) approximately 13,124,915 shares settlement of GameStop Class A Common Stock were subject to Units outstanding on July 7, 2011 in accordance with their terms and since July 7, 2011, the Company has not issued and outstanding options to purchase GameStop Class A any Company Options, Company Restricted Shares or Common Stock granted under the GameStop Stock Option PlanUnits. All outstanding shares compensatory grants of capital stock Company Shares and Common Stock Units were made under the Company Stock Plans. Upon any issuance of GameStop areCompany Shares pursuant to any Company Options or Common Stock Units, and all shares that may such Shares will be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth in this Section 5.1(b), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue, redeem, purchase or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interest or voting interest of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not subject have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (ii) Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liens. Section 5.1(b) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in violation each such Subsidiary, as well as the ownership interest of preemptive rightsany other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of three hundred million (i300,000,000) 300,000,000 shares of Class A GameStop voting common stock, par value $0.01 per share (the “Company Voting Stock”) and three hundred million (300,000,000) shares of non-voting common stock, par value $0.01 per share (together with the Company Voting Stock, the “Company Common Stock, ”) and one hundred million (ii100,000,000) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14October 16, 2005 2009: (i) 24,563,228 36,717,995 shares of GameStop Class A Company Common Stock were issued and outstanding, of outstanding (which 3,262,887 number includes 32,543,337 shares of GameStop Class A Company Voting Stock, 4,174,658 shares of non-voting Company Common Stock were and 0 shares of Company Common Stock held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock 3,813,563 Company Options were issued and outstanding, 289,000 Company SARs were issued and outstanding, and 133,906 Company RSUs were issued and outstanding; and (iii) no shares of GameStop Class B Company Common Stock were held owned by GameStop in its treasury; (iv) 500,000 Subsidiaries of the Company. At the close of business on October 16, 2009, no shares of GameStop Series A Company Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms issued and outstanding. Each outstanding share of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, is duly authorized, validly issued, fully paid and paid, nonassessable and not subject to free of preemptive rights or similar rights and issued in violation compliance with applicable state and federal securities Laws. (b) Section 4.3(b) of preemptive rightsthe Company Disclosure Schedule sets forth a true, complete and correct list, as of the date of this Agreement, of the record owners of the shares of the (i) Company Common Stock, (ii) Company Options, (iii) Company SARs and (iv) Company RSUs, in each case, indicating the number of such shares or units held of record by each such Person and, as applicable, the exercise price, conversion rate or price and vesting details of such shares or units. After the Effective Time, no Company Options or Company SARs will be outstanding and all payments (if any) payable pursuant to (x) Section 3.5 in respect of the Company Options and the Company SARs and (y) Section 3.6 in respect of the Company RSUs will, in each case, have been accrued on the Company Closing Balance Sheet. (c) Except for the Company Warrants, there are not issued, reserved for issuance or outstanding (i) any securities of the Company convertible into or exchangeable or exercisable for shares of Company Common Stock or other voting securities or equity interests of the Company or (ii) any warrants, restricted stock units, calls, options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for Company Common Stock or voting securities of the Company. Except for the Company Warrants, there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting Contract with respect to the voting of any such securities. (d) There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Company Stockholders may vote. (e) Each of the Former Warrant Holders is also a Company Stockholder. The Warrant Termination Agreement provides that no Former Warrant Holder may transfer, sell or otherwise dispose of its rights thereunder.

Capital Structure. (ai) GameStop represents and warrants that As of the date hereof, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 2,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 100,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”), . As of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14June 24, 2005 2021 (ithe “Company Capitalization Date”), (A) 24,563,228 84,063,182 shares of GameStop Class A Company Common Stock were issued and outstanding (including 227,462 unvested shares underlying Company Restricted Stock Awards), (B) 200,000 shares of Company Preferred Stock were issued and outstanding, of which 3,262,887 (C) no shares of GameStop Class A Company Common Stock were held by GameStop in its the Company’s treasury; , (iiD) 29,901,662 20,466,938 shares of GameStop Class B Company Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with under the right Company Equity Plans, (E) Company Options to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 8,691,380 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A outstanding, (F) 3,157,617 shares of Company Common Stock granted under were underlying Company RSU Awards (assuming maximum performance for any performance-based Company RSU Awards) and (G) no shares of the GameStop Stock Option PlanCompany capital stock were held by any Subsidiaries of the Company. All the outstanding shares of capital stock of GameStop Company Common Stock are, and all shares of the Company Common Stock that may be issued will prior to the Effective Time shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and free of pre-emptive rights. Except as set forth in the foregoing provisions of this Section 3.1(b)(i), as of the date hereof: (1) the Company does not subject have any shares of capital stock or other equity interests issued or outstanding other than shares of Company Common Stock that have become outstanding after the Company Capitalization Date as a result of the exercise of Company Options set forth in Section 3.1(b)(ii), and (2) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests of the Company to which the Company or any of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to (I) issue, transfer or sell any shares of capital stock or other equity interests of the Company or securities convertible into or exchangeable for such shares of capital stock or equity interests of the Company (in each case other than to the Company or a wholly owned Subsidiary of the Company) or (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment. (ii) Section 3.1(b)(ii) of the Company Disclosure Letter sets forth a true and complete list, as of the Company Capitalization Date, of (A) each Company Equity Award, (B) the name of each Company Equity Award holder, (C) the number of shares of Company Common Stock underlying each Company Equity Award, (D) the date on which each Company Equity Award was granted, (E) the exercise price of each Company Equity Award, if applicable, (F) the expiration date of each Company Equity Award, if applicable and (G) the vesting schedule applicable to each Company Equity Award. As of the date hereof, the weighted average strike price of the outstanding Company Options was $9.10 and there were $216,747 of accrued and unpaid cash dividends corresponding to shares of Company Common Stock covered by Company Restricted Stock Awards, $1,376,335 of accrued and unpaid cash dividends corresponding to Company RSU Awards and no other accrued and unpaid cash dividends corresponding to Company Equity Awards. (iii) No bonds, debentures, notes or other Indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of the Company or any of its Subsidiaries are issued or outstanding. (iv) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries, or restricting the transfer of, or providing registration rights with respect to, such capital stock or equity interest. (v) As of the date hereof, there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of any Subsidiary of the Company or securities convertible into or exchangeable for such shares of capital stock or equity interests (in violation each case other than to the Company or a wholly owned Subsidiary of preemptive rightsthe Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment. As of the date hereof, there are no agreements or commitments obligating the Company or any of its Subsidiaries to (1) redeem or otherwise acquire any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company; or (2) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company that is not wholly owned.

Capital Structure. (ai) GameStop represents and warrants that As of October 31, 2000, the authorized capital stock of GameStop consists entirely the Company consisted of (iA) 300,000,000 400,000,000 shares of Class A GameStop Company Common StockStock of which 131,303,401 shares were outstanding and 36,675,391 shares were held in the treasury of the Company, (iiB) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock1,000,000 preference shares, no par value $0.001 per share (“GameStop Preferred Stock”)value, of which 500,000 no shares are outstanding and (C) 10,000,000 shares of Preferred Stock, no par value, of which 4,000,000 shares have been designated Series A C Junior Participating Preferred Stock, par value $.001 per share Stock and reserved for issuance upon exercise of the rights (“GameStop Series A Preferred Stock”), the "Company Rights") distributed to the holders of GameStop. Each share of GameStop Class A Company Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agentAgreement, dated as of May 8, 1996 between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agreement") and of which 1,750,000 shares have been designated Series B ESOP Convertible Preferred Stock of which as of October 2831, 2004 2000, 854,182 shares were outstanding. Since December 31, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of the Company or any other securities of the Company other than issuances of shares pursuant to options or rights outstanding as of November 16, 2000 under the Benefit Plans (as amended from time to timedefined in Section 8.11(b)) of the Company. There were outstanding as of November 16, 2000 (except for the “GameStop Rights Agreement”Deferred Compensation Plan for Executives, which are shown as of October 31, 2000), which entitles no options, warrants or other rights to acquire capital stock from the holder thereof Company other than (x) the Company Rights and (y) options, stock units and other rights to purchase, on acquire capital stock from the occurrence of certain events, Series A Preferred Stock (Company representing in the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with aggregate the right to purchase GameStop Series A Preferred or receive approximately 10,552,331 shares of Company Common Stock pursuant to (collectively, the terms "Company Stock Options") under The Company Long-Term Incentive Plan of 1999, The Company Long-Term Incentive Plan of 1990, as amended, The 1984 Long-Term Incentive Plan of the GameStop Rights Agreement; Company, as amended, Deferred Compensation Plan for Executives of the Company, Deferred Compensation Plan for Directors of the Company, the Company Stock Compensation Plan for Outside Directors and the Company Stock Option Plan for Outside Directors (vcollectively, the "Company Stock Option Plans"). Section 3.2(b) approximately 13,124,915 of the Company Disclosure Schedule sets forth a complete and correct list, as of November 16, 2000, of the number of shares of GameStop Class A Company Common Stock were subject to issued and outstanding options Company Stock Options or other rights to purchase GameStop Class A or receive Company Common Stock granted under the GameStop Company Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. Except for Company Stock Option PlanOptions, no options or warrants or other rights to acquire capital stock from the Company have been issued or granted since December 31, 1999 to the date of this Agreement. (ii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which holders of capital stock of the Company may vote ("Company Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b) and as contemplated by Section 1.7 and Section 1.8, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Significant Subsidiaries or obligating the Company or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All As of the date of this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to the Company or issued in violation any of preemptive rightsits Significant Subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 1,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, without par value $0.001 per share (“GameStop "Company Preferred Stock”"), . 1,500,000 shares of which 500,000 shares Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, without par value $.001 per share (“GameStop the "Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April December 14, 2005 2004, (i) 24,563,228 321,485,774 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes (A) 535,645 shares of Company Common Stock held by the Company in its treasury, (B) 1,934,116 shares of Company Common Stock held by the trust established under The Guidant Employee Savings and Stock Ownership Plan and (C) 919,276 shares of Company Common Stock subject to vesting and restrictions on transfer ("Company Restricted Stock")), (ii) 41,590,880 shares of Company Common Stock were reserved and available for issuance pursuant to the Company's 1994 Stock Plan, as amended, 1996 Nonemployee Director Stock Plan, as amended, 1998 Stock Plan, as amended, and 2001 Employee Stock Purchase Plan (the "ESPP") (such plans, collectively, the "Company Stock Plans"), of which 3,262,887 35,485,818 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common subject to outstanding Company Stock were issued Options or agreements to issue Company Stock Options, and outstanding; (iii) no shares of GameStop Class B Common Company Preferred Stock (including Company Series A Preferred Stock) were issued or outstanding or were held by GameStop the Company as treasury shares. Except as set forth above in its treasury; (iv) 500,000 this Section 3.01(c), at the close of business on December 14, 2004, no shares of GameStop Series A Preferred Stock capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance in connection with or outstanding. At the right close of business on December 14, 2004, there were no outstanding stock appreciation rights, "phantom" stock rights, restricted stock units, performance units, rights to purchase GameStop Series A Preferred receive shares of Company Common Stock pursuant on a deferred basis or other rights (other than Company Stock Options) that are linked to the terms value of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and (collectively, "Company Stock-Based Awards"). All outstanding options to purchase GameStop Class A shares of Company Common Stock granted exclusive of rights under the GameStop ESPP (collectively, "Company Stock Option PlanOptions") and shares of Company Restricted Stock are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or Company Stock-Based Awards will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 3.01(c) and for issuances of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.01(c) and subject to Section 4.01(a), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) any Company Stock-Based Awards and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c) and subject to Section 4.01(a), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 60,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, no par value $0.001 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred and together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14June 30, 2005 2006, (i) 24,563,228 38,426,474 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 38,669,574 shares of GameStop Class A Company Common Stock were outstanding and no shares of Company Preferred Stock were issued and outstanding (including 141,785 shares of Company Common Stock issued under a Company Stock Plan (as defined below) that were subject to vesting or other forfeiture restrictions or repurchase conditions (such shares, “Company Restricted Stock”)), (ii) 243,100 shares of Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 134,075 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding rights under a Company Stock Plan to receive such shares contingent upon the achievement of one or more performance goals (such shares, “Company Performance Shares”), (iv) 90,881 shares of Company Common Stock were subject to outstanding rights under a Company Stock Plan to receive such shares on a deferred basis (such shares, “Company Deferred Shares”), (v) 583,200 shares of Company Common Stock were subject to outstanding stock options to purchase GameStop Class A or acquire Company Common Stock (exclusive of rights under the ESPP (as defined below)) (“Company Stock Options”) granted under the GameStop Company Stock Plans, none of which Company Stock Options have been issued since September 30, 2005, (vi) 3,448,092 additional shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s 2004 Incentive Compensation Plan, the Company’s Directors Stock and Option Plan, the Directors Deferred Compensation Plan (the “DDCP”), the Company’s Employee Stock Purchase Plan (the “ESPP”) and the Long-Term Incentive Compensation Plan (such plans, collectively, the “Company Stock Plans”). Except as set forth above, at the close of business on June 30, 2006, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP at the close of business on November 30, 2006 (assuming the fair market value of a share of Company Common Stock is equal to the product of the Fair Market Value and the Exchange Ratio and payroll deductions continue at the current rate) is 8,000. 33,400 stock appreciation rights linked to the price of Company Common Stock and settleable only in cash (“Company SARs”) are outstanding under a Company Stock Plan, none of which Company SARs have been issued since September 30, 2005. Each outstanding Company Stock Option Planand Company SAR may, pursuant to its terms, be treated at the Effective Time as set forth in Section 6.04. The exercise price of each Company Stock Option and each Company SAR is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option and Company SAR. All outstanding shares of capital stock of GameStop Company Capital Stock (other than Company Restricted Stock) are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the IBCA, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Capital Stock or holders of the capital stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights or other stock-based compensation awards, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, other voting securities or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares of capital stock, other voting securities or other equity interests in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking of any kind (together, “Options”) or (iii) other rights the value of which is in any way based on or derived from, or that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. (b) Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any shares of capital stock or other voting securities or equity interests of the Company or any Company Subsidiary.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 200,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14February 24, 2005 2011, (i) 24,563,228 126,462,665 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 no shares of GameStop Class B Common Company Preferred Stock were issued and outstanding; , (iii) no 1,458,248 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of outstanding awards granted pursuant to the GameStop Rights Agreement; and Company Plans, (iv) 3,815,976 shares of Company Common Stock are available for grant under the Company Plans, (v) approximately 13,124,915 2,673,641 shares of GameStop Class A Company Common Stock were subject to reserved for issuance upon redemption of Class A Partnership Units of NHP/PMB (“Class A Units”), (vi) 345,639 shares of Company Common Stock were reserved for issuance under the Company’s Dividend Reinvestment and Stock Purchase Plan, and (vii) 1,322,200 shares of Company Common Stock were reserved for issuance under the Company’s at-the-market equity offering program. All issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of the capital stock of GameStop are, and all shares that may be issued will be, when issued, the Company are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not no class of capital stock is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of the total number of outstanding (A) Company Options, (B) Company Restricted Stock Units, (C) Company Restricted Stock, (D) Company Performance Shares, and (E) Company DER and (F) the number of shares of Company Common Stock subject to each outstanding Company Option, the name of the holder, the exercise price, the grant date, and the general terms and conditions including vesting provisions and exercise period of Company Options and the Company Benefit Plan under which such Company Options were granted; the number of shares of Company Common Stock subject to each outstanding award of Company Restricted Stock Units and Company Restricted Stock, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and the other material terms of each award of Company Restricted Stock Units and Company Restricted Stock, as applicable, and the Company Benefit Plan under which Company Restricted Stock Units and Company Restricted Stock, as applicable, were granted; the number of shares of Company Common Stock subject to each Company Performance Shares award, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and other material terms of such Company Performance Shares award and the Company Benefit Plan under Company Performance Shares award were granted; and any other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise and the names and positions of the holders, the grant date and the terms thereof and the Company Benefit Plan under which such rights were granted. There are no other rights to purchase or receive the Company Common Stock granted under the Company Benefit Plans or otherwise other than the Company Options, Company Restricted Stock Units, Company Restricted Stock, Company Performance Shares, and Company DERs disclosed on Section 4.3(a) of the Company Disclosure Letter. Immediately prior to the Closing, the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Schedule that is correct and complete as of the Closing Date. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in violation Section 4.1(c) of preemptive the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (c) Except as set forth in this Section 4.3, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any of the Company Subsidiaries or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. As of the date of this Agreement, except as expressly provided in the NHP/PMB Partnership Agreement, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock, Class A Units or other equity securities of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Plans in the event the grantees fail to satisfy withholding Tax obligations). Neither the Company nor any Company Subsidiary is a party to or, to the knowledge of the Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of the Company or any of the Company Subsidiaries. (d) All dividends or distributions on the shares of Company Common Stock, Company Preferred Stock and Class A Units and any material dividends or distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) GameStop represents and warrants that the The authorized shares of capital stock of GameStop consists entirely Seller consist of (i) 300,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 60,000,000 shares of preferred stock, $0.01 par value per share, of which 2,737,000 shares are issued and outstanding as of the date hereof and are designated as Series 1997-A Convertible Preferred Shares (the "Seller Preferred Shares"), and 140,000,000 shares of Common Stock, $0.001 0.01 par value per share (“GameStop Preferred Stock”the "Seller Common Shares"), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right 36,727,591 are issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated outstanding as of October 28the date hereof. As of the date hereof, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 shares 3,300,000 Seller Common Shares have been reserved for issuance under the Amended and Restated Stock Option Plan of GameStop Class A Seller (the "Seller Plan"), under which options in respect of 1,534,300 Seller Common Stock were issued Shares have been granted and outstandingare outstanding as of the date hereof, (ii) 9,982,255 Seller Common Shares are reserved for issuance upon conversion of which 3,262,887 shares Seller OP Units, (iii) 5,680,917 Seller Common Shares are reserved for issuance upon conversion of GameStop Class A the Seller Preferred Shares and (iv) no Seller Preferred Shares or Seller Common Stock were Shares are held by GameStop in its the Seller's treasury. (b) Set forth in Section 2.3 of the Seller Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Seller Common Shares granted under the Seller Plan or any other formal or informal arrangement ("Seller Options"); (ii) 29,901,662 shares each grant of GameStop Class B Seller Common Stock were issued Shares to employees which are subject to any risk of forfeiture; and outstanding; (iii) all other warrants or other rights to acquire stock, all limited stock appreciation rights, phantom stock, dividend equivalents, performance units and performance shares granted under the Seller Plan which are outstanding as of the date hereof. On the date of this Agreement, except as set forth in this Section 2.3 or Section 2.3 of the Seller Disclosure Letter, no shares of GameStop Class B Common Stock capital stock of Seller were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were outstanding or reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and issuance. (vc) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop are, and all shares that may be issued will be, when issued, Seller are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of Seller having the right under applicable law or Seller's Certificate of Incorporation or By-laws to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Seller may vote. (d) There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Seller or any Seller Subsidiary is a party or by which any such entity is bound, obligating Seller or any Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of Seller or any Seller Subsidiary or obligating Seller or any Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to Seller or a Seller Subsidiary). There are no outstanding obligations of Seller or any Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of stock of Seller or shares of stock or other ownership interests of any Seller Subsidiary. (e) As of the date hereof, 46,376,824 Seller OP Units are validly issued and outstanding, fully paid and nonassessable except to the extent provided by applicable law, of which 36,414,986 are owned by Seller and 312,605 are owned by Berkshire Apartments, Inc.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 1,150,000,000 shares of Company Common Stock, 144,118,820 shares of Class A GameStop B Common Stock, $.01 par value (ii) 100,000,000 shares of GameStop "Company Class B Common Stock Stock") and (iii) 5,000,000 50,000,000 shares of preferred stock, par value $0.001 .01 per share share, of the Company (“GameStop "Company Authorized Preferred Stock”"), of which 500,000 734,500 shares have been designated as Company Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop Series A "Company Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14August 31, 2005 2000: (i) 24,563,228 728,916,299 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 ; (ii) 1,042,648 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasurytreasury (such shares, "Company Class A Common Treasury Stock") and no shares of Company Common Stock were held by subsidiaries of the Company; (iiiii) 29,901,662 no shares of GameStop Company Class B Common Stock were issued and outstanding; (iiiiv) no shares of GameStop Company Class B Common Stock were held by GameStop the Company in its treasurytreasury (such shares, "Company Class B Common Treasury Stock") and no shares of Company Class B Common Stock were held by subsidiaries of the Company; (ivv) 500,000 no shares of GameStop Series Company Preferred Stock were issued and outstanding and 734,500 shares of Company A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (vvi) approximately 13,124,915 no shares of GameStop Class A Company Preferred Stock were held by the Company in its treasury or were held by any subsidiary of the Company; (vii) 100,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's Incentive Compensation Plan (the "Company Stock Plan"), of which 25,231,589 shares are subject to issued outstanding employee and outstanding non-employee director stock options ("Company Stock Options"), restricted Company Common Stock or other rights to purchase GameStop Class A or receive Company Common Stock granted under the GameStop Company Stock Option PlanPlan (collectively with Company Stock Options, "Company Awards"); and (viii) other than as set forth above, no other shares of Company Authorized Preferred Stock have been designated or issued. All outstanding shares of capital stock of GameStop the Company are, and all shares that thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as set forth in this Section 3.1(c) and except for changes since August 31, 2000 resulting from the issuance of shares of Company Common Stock pursuant to Company Awards and other rights referred to above in this Section 3.1(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (C) any warrants, calls, options or, except for commitments entered into in connection with the $515,500,000 aggregate principal amount Redeemable Hybrid Income Overnight Shares due October 16, 2002 ("RHINOs"), other rights to acquire from the Company or any Company subsidiary, or any obligation of the Company or any Company subsidiary to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any Company subsidiary to repurchase, redeem or otherwise acquire any such securities or, except for commitments entered into in connection with the RHINOs, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Company subsidiary, (B) warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, or any obligation of the Company or any Company subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Company subsidiary or (C) obligations of the Company or any Company subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Company subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. To the Company's knowledge, neither the Company nor any Company subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of Company Stock Options, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (ix) 300,000,000 200,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iiiy) 5,000,000 40,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop "Company Preferred Stock”"), of which 500,000 which, as of the date hereof, 2,000,000 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share which 2,000,000 shares are reserved for issuance upon the exercise of GameStop Class A Common Stock carries with it an associated preferred share purchase right rights (the "Company Rights") issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agentAgreement, dated as of October 28November 19, 2004 1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent (which firm has been replaced as amended from time rights agent by ComputerShare Investor Services L.L.C.) (the "Rights Agent"), pursuant to time, the “GameStop terms thereof) (the "Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14June 29, 2005 2005, (i) 24,563,228 87,628,414 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes 977,619 Company Restricted Shares), of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 14,753,323 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plans and the Company Deferred Stock Plans (of the GameStop Rights Agreement; and (v) approximately 13,124,915 which 7,647,807 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options, 977,619 shares of Company Common Stock were subject to outstanding Company Restricted Shares, 1,256,443 shares of Company Common Stock were subject to outstanding Company RSUs and 641,969 shares of Company Common Stock were subject to outstanding Company DSUs), (iv) 6,428,566 shares of Company Common Stock were reserved for issuance upon conversion of the Company's 3% Convertible Subordinated Debentures due 2032 (the "Convertible Debentures") issued pursuant to an Indenture, dated as of November 22, 2002, between the Company and State Street Bank and Trust Company of California, N.A. (a complete and correct copy of which has been delivered or made available to Parent) and (v) no shares of Company Preferred Stock were issued or outstanding. (b) The Company has delivered to Parent a correct and complete list, as of June 24, 2005, of all outstanding options Company Stock Options, Company Restricted Shares, Company RSUs, Company DSUs and any other rights to purchase GameStop Class A or receive shares of Company Common Stock granted under the GameStop Company Stock Option PlanPlans or otherwise, the number of shares of Company Common Stock subject thereto, whether or not a stock option is an incentive stock option, expiration dates and exercise prices thereof, in each case broken down as to each plan, agreement or other arrangement and as to each individual holder. Except as set forth above in this Section 3.03, at the close of business on June 24, 2005, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above in this Section 3.03, there are no outstanding stock appreciation rights, rights to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock granted under the Company Stock Plans or otherwise. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (c) Except as set forth above in this Section 3.03, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.03, (i) there are not issued, reserved for issuance or outstanding (A) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries and (ii) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. (d) Section 3.03(d) of the Company Disclosure Letter sets forth a complete and correct list of the following information, as of June 29, 2005, with respect to the Convertible Debentures: (i) the aggregate principal amount thereof, (ii) the aggregate amount of accrued and unpaid interest thereon and (iii) the conversion price thereof as of the date hereof.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 15,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 500,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred and together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14June 2, 2005 2004, (i) 24,563,228 7,873,664 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 822,394 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 864,216 shares of GameStop Class B Company Common Stock were subject to outstanding Company Stock Options, (iv) 151,610 shares of Company Common Stock were reserved for issuance pursuant to future awards under the Company’s 1999 Directors’ Restricted Stock Plan and the Company’s Executive Incentive Plan, (v) 953,963 additional shares of Company Common Stock were available for issuance under the Company Stock Plans, (vi) 79,204 shares of Company Common Stock were subject to outstanding warrants held by GE Capital Corporation and Hare & Company, (vii) 394,861 shares of Company Common Stock were reserved for issuance under the Company’s Employee Stock Purchase Plan, (viii) no shares of Company Common Stock were reserved for and subject to issuance in connection with the rights (the “Company Rights”) issued pursuant to the Rights Agreement dated as of May 21, 1997, between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent (the “Company Rights Agreement”) and (ix) no shares of Company Preferred Stock were issued and outstanding; (iii) . Except as set forth above, as of the date of this Agreement and as of the Closing Date, no other shares of GameStop Class B Common Company Capital Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were issued, reserved for issuance in connection with or outstanding. (b) Section 3.03(b) of the right Company Disclosure Letter sets forth a true and complete list, as of the close of business on June 2, 2004, of all outstanding Company Stock Options and all other rights, if any, issued or granted by the Company to purchase GameStop Series A Preferred or receive Company Capital Stock or stock in any Company Subsidiary, the number of shares subject thereto, the grant dates and exercise prices thereof and the names of the holders thereof. The Company has made available to Acquirer and its Representatives true and complete copies of all option agreements governing Company Stock Options. During the period from January 1, 2004 to the date of this Agreement, there have been no issuances by the Company of shares of Company Capital Stock other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date pursuant to the terms of the GameStop Rights Agreement; and thereof. (vc) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. (d) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except for the Company Stock Options and the Company Rights, there are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, profit participation rights, rights of repurchase, other rights (other than rights that may have arisen under a Company Stock Plan) linked to the price of Company Capital Stock, or commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, sell or grant, or cause to be issued, delivered, sold or granted additional shares of capital stock or other voting securities or equity interests in, or any security convertible or exchangeable into or exercisable for any capital stock of or other voting security or equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking. There are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. The Company has made available to Acquirer and its Representatives a true and complete copy of the Company Rights Agreement, as amended to the date of this Agreement. (e) Except for the Voting Agreement, neither the Company nor any Company Subsidiary is a party to any voting agreement, irrevocable proxy or other agreement with respect to the voting of the Company Capital Stock.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop "Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14September 30, 2005 2003, (i) 24,563,228 67,772,502 shares of GameStop Class A Company Common Stock were issued and 47,760,422 shares of Company Common Stock were outstanding, of which 3,262,887 (ii) 20,012,080 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 7,608,120 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company's 1989 Non-Qualified Stock Option Plan, 1990 Non-Qualified Stock Option Plan, 1991 Non-Qualified Stock Option Plan, 1992 Non-Qualified Stock Option Plan, 1994 Non-Qualified Stock Option Plan, 1995 Non-Qualified Stock Option Plan, 1996 Non-Qualified Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1999 Non-Qualified Stock Option Plan, 2000 Non-Qualified Stock Option Plan, 2001 Non-Qualified Stock Option Plan, 2002 Non-Qualified Stock Option Plan, 2003 Non-Qualified Stock Option Plan, any non-employee director stock option plan and any other plan or arrangement under which compensatory stock options were granted (collectively, the "Company Stock Plans") (of the GameStop Rights Agreement; and (v) approximately 13,124,915 which 6,412,486 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A shares of Company Common Stock granted under the GameStop Company Stock Option PlanPlans ("Company Stock Options")), (iv) 389,217 shares of Company Common Stock were "Available Shares" (as defined in the SCT Agreement) and 7,915,335 shares of Company Common Stock were held in the "Suspense Account" (as defined in the SCT Agreement) pursuant to the Trust and (v) no shares of Company Preferred Stock were issued or outstanding. (b) The Company has delivered to Parent a correct and complete list, as of September 30, 2003, of all outstanding Company Stock Options or other rights to purchase or receive shares of Company Common Stock granted under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, expiration dates and exercise prices thereof. Except as set forth above in this Section 3.03, at the close of business on September 30, 2003, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as set forth above in this Section 3.03, there are no outstanding stock appreciation rights, rights to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock granted under the Company Stock Plans or otherwise. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (c) Except as set forth above in this Section 3.03, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.03, (i) there are not issued, reserved for issuance or outstanding (A) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries and (ii) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 96,000,000 Company Common Shares, 1,357,299 shares of Class A GameStop Common Stockvoting preferred shares, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, without par value $0.001 per share (“GameStop Company Voting Preferred StockShares”), and 1,000,000 shares of which 500,000 shares have been designated Series A Junior Participating Preferred Stocknon-voting preferred shares, without par value $.001 per share (“GameStop Series A Company Non-Voting Preferred Stock”)Shares” and, of GameStop. Each share of GameStop Class A together with the Company Common Stock carries with it an associated share purchase right issued pursuant to Shares and the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to timeCompany Voting Preferred Shares, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14December 17, 2005 2019 (the “Capitalization Date”), (i) 24,563,228 shares 50,420,700 Company Common Shares were issued and outstanding and no Company Common Shares were held in the treasury of GameStop Class A Common Stock the Company, (ii) 155,250 Company Voting Preferred Shares designated as 6 3/4% Cumulative Convertible Preferred Shares (“6 3/4% Preferred Shares”) were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (iiiii) 29,901,662 shares of GameStop Class B Common Stock no Company Non-Voting Preferred Shares were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; , (iv) 500,000 shares of GameStop Series A Preferred Stock 3,526,867 Company Common Shares were reserved and available for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Stock Plans, of the GameStop Rights Agreement; which (A) 939,489 Company Common Shares were subject to outstanding Company RSUs (other than Company PSUs), (B) 1,282,005 Company Common Shares were subject to outstanding Company PSUs (assuming settlement of outstanding awards based on maximum achievement of applicable performance goals), (C) 143,845 Company Common Shares were subject to outstanding Company Stock Options and (D) 10,389 Company Common Shares were subject to outstanding Company SARs, and (v) approximately 13,124,915 shares of GameStop Class A 23,444 Company Common Stock Shares were subject to issued Company Phantom Shares, of which (A) 2,301 were stock-settled Company Phantom Shares and (B) 21,143 were cash-settled Company Phantom Shares. Except as set forth in this Section 4.03(a), at the close of business on the Capitalization Date, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on the Capitalization Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Shares (x) upon the exercise of Company Stock Options and Company SARs outstanding options to purchase GameStop Class A Common Stock granted under at the GameStop Stock Option Plan. close of business on the Capitalization Date or (y) upon the vesting and settlement of Company RSUs, Company PSUs and Company Phantom Shares outstanding at the close of business on the Capitalization Date, in each case, in accordance with their terms in effect on the Capitalization Date. (b) All outstanding shares of capital stock of GameStop Company Capital Stock are, and and, at the time of issuance, all such shares that may be issued upon the vesting, exercise or settlement, as applicable, of Company Stock-Based Awards will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the OGCL, the Company Articles, the Company Regulations or any Contract to which the Company is a party or otherwise bound. (c) Except as set forth in this Section 4.03, as of the close of business on the Capitalization Date, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) except as required by the terms of the 6 3/4% Preferred Shares, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (ii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, or (iii) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock or voting securities of, or other equity interests in, any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary. Except as set forth above in this Section 4.03 or in connection with Company Stock-Based Awards, as of the close of business on the Capitalization Date, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company that have or by their terms may have at any time the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote (“Company Voting Debt”). Neither the Company nor any of the Company Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company. Except for this Agreement, neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 96,250,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share share, and (“GameStop Series A Preferred Stock”), ii) 3,750,000 shares of GameStop. Each share of GameStop Class A B Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"Class B Common Stock") and (iii) 1,000,000 shares of preferred stock (the "Preferred Stock"). At the close of business on April 14, 2005 Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are: (i) 24,563,228 47,366,158 shares of GameStop Class A Company Common Stock were issued and outstanding, outstanding (including shares held in the treasury of which 3,262,887 the Company and including shares of GameStop Class A Common Stock were held by GameStop in its treasuryCompany Restricted Stock); (ii) 29,901,662 2,645,871 shares of GameStop Company Common Stock held in the treasury of the Company; (iii) 452,065 shares of Company Common Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans, and 354,334 shares of Company Common Stock reserved for issuance pursuant to the Stock Plans (other than upon exercise of Company Stock Options); (iv) 423,438 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as is set forth in Section 3.01(c) of the Disclosure Schedule; (v) no shares of Class B Common Stock were issued and outstandingoutstanding or in the treasury of the Company, and, to the knowledge of the Company, no shares of Class B Common Stock issuable upon conversion of Company Common Stock; and (iiivi) no shares of GameStop Class B Common Preferred Stock were held by GameStop issued and outstanding or in its treasury; (iv) 500,000 the treasury of the Company. Except as set forth above, no shares of GameStop Series A Preferred Stock were capital stock or other equity securities of the Company are issued, reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Planor outstanding. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights.. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant,

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 40,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of series preferred stock, par value $0.001 .01 per share (“GameStop "Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14November 28, 2005 1997, (i) 24,563,228 14,941,227 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 470,300 shares of GameStop Class A Company Series B Preferred Stock were issued and outstanding (and 1,410,900 shares of Company Common Stock were reserved for issuance upon the conversion thereof), (iii) 872,032 shares of Company Common Stock were held by GameStop the Company in its treasury; , (iiiv) 29,901,662 1,378,847 shares of GameStop Class B Company Common Stock were issued reserved for issuance pursuant to ▇▇▇▇▇▇ Inc. 1985 Stock Option and outstanding; Appreciation Plan and ▇▇▇▇▇▇ Inc. Stock Option Plan for Non-Employee Directors (iiicollectively, the "Stock Plans"), and (v) no 200,000 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Company Series A Preferred Stock were reserved for issuance in connection with the right rights (the "Rights") to purchase GameStop shares of Company Series A Preferred Stock issued pursuant to the terms Renewed Rights Agreement dated September 25, 1996 (as amended from time to time, the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as rights agent. Except as set forth above, at the close of business on December 14, 1997, no shares of capital stock or other voting securities of the GameStop Rights Agreement; and Company were issued, reserved for issuance or outstanding (v) approximately 13,124,915 except for shares of GameStop Class A Company Common Stock issued upon conversion of shares of Company Series B Preferred Stock since November 28, 1997). At the close of business on December 14, 1997, there were subject to issued and no outstanding stock appreciation rights or rights (other than outstanding employee stock options to purchase GameStop Class A shares of Company Common Stock ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the GameStop Stock Option PlanPlans or otherwise. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no notes, bonds, debentures or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above, at the close of business on December 14, 1997, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries was a party or by which any of them was bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. At the close of business on December 14, 1997, and except as provided pursuant to the terms of the Company Series B Preferred Stock there were no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. At the close of business on December 14, 1997, there were no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. The Company has delivered to Bethlehem a complete and correct copy of the Rights Agreement.

Capital Structure. (a) GameStop represents and warrants that As of the date of this Agreement, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 120,000,000 shares of Class A GameStop common stock, par value $0.01 per share (“Company Class A Common Stock”), (ii) 100,000,000 60,000,000 shares of GameStop Class B common stock, par value $0.01 per share (“Company Class B Common Stock Stock” and together with the Company Class A Common Stock, the “Company Common Stock”) and (iii) 5,000,000 20,000,000 shares of preferred stock, par value $0.001 0.01 per share (together with the Company Common Stock, the “GameStop Preferred Company Capital Stock”), of which 500,000 shares 4,000,000 have been designated as 8.75% Series A Junior Participating Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $.001 per share Stock of the Company (the “GameStop Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14December 28, 2005 2023: (iA) 24,563,228 3,232,701 shares of GameStop Company Class A Common Stock were issued and outstanding, of which 3,262,887 ; (B) 4,000,000 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Company Class B Common Stock were issued and outstanding; (iiiC) no 3,567,543 shares of GameStop Company Series A Preferred Stock were issued and outstanding; (D) 850,000 shares of Company Class A Common Stock were reserved for issuance under outstanding awards or otherwise available for issuance pursuant to the Company Incentive Plan; (E) 4,000,000 units in Holdco (“Holdco Units”) and 4,000,000 shares of Company Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 together exchangeable for 4,000,000 shares of GameStop Company Class A Common Stock pursuant to the Holdco LLC Agreement and the Company Charter; and (F) no Voting Debt of the Company was issued and outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in applicable contracts. As of the close of business on December 28, 2023, other than the exchange of Holdco Units and shares of Company Class B Common Stock for shares of Company Class A Common Stock pursuant to the Holdco LLC Agreement and the Company Charter and the rights of the holders of the Company Series A Preferred Stock were reserved upon a Change of Control (as defined in the Company Charter), or the issued and outstanding Company RSUs, the cancellation and payment for issuance which are addressed in connection with Section 3.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company or any of its Subsidiaries any capital stock of the GameStop Rights Agreement; Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). (vb) approximately 13,124,915 shares Except as set forth in Section 4.2(a), and except for changes since September 30, 2023 resulting from stock grants or other awards granted in accordance with Section 6.1(b)(ii) or the issuance of GameStop Company Class A Common Stock were subject upon the expiration of any restrictions on Company RSUs, as of the date hereof, there are outstanding: (1) no shares of Company Capital Stock, (2) no Voting Debt, (3) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, and (4) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to issued and outstanding options which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to purchase GameStop Class A Common issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock granted under or any Voting Debt. (c) There are not any stockholder agreements, voting trusts or other agreements to which the GameStop Stock Option Plan. Company is a party or by which it is bound relating to the voting of any shares of the Company Capital Stock. (d) All outstanding shares of capital stock of GameStop arethe Subsidiaries of the Company that are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all shares that may be issued will beEncumbrances, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rightsother than Permitted Encumbrances.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of 100,000,000 shares of Company Common Stock, 200,000 shares of Company Series A Preferred Stock, 200,000 shares of Company Series B Preferred Stock, 2,500,000 shares of Company Series C Preferred Stock, 2,200,000 Company Series D-1 shares of Preferred Stock and 4,600,000 shares of Company Series D-2 Preferred Stock. As of the date hereof: (A) (i) 300,000,000 23,943,307 shares of Class A GameStop Company Common Stock, Stock are issued and outstanding; (ii) 100,000,000 no (0) shares of GameStop Class B Company Common Stock are held by the Company in its treasury and no (0) shares of Company Common Stock are held by subsidiaries of the Company; (iii) 5,000,000 shares of preferred stockCompany Common Stock were reserved for issuance pursuant to the Company's 1997 incentive stock option plan, par value $0.001 per share agreements and arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of the Company or any of its subsidiaries (“GameStop Preferred Stock”collectively, the "Company Stock Plans"), of which 500,000 4,062,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share are subject to outstanding Company Stock Options (“GameStop Series A Preferred Stock”), iv) an additional 1,377,360 shares are subject to outstanding Company Stock Options issued outside the Company Stock Plans and (v) 1,218,046 warrants to purchase shares of GameStop. Each share of GameStop Class A Company Common Stock carries with it an associated share purchase right are issued pursuant to the Rights Agreement between GameStop and The Bank outstanding; (B) (i) 120,150 shares of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Company Series A Preferred Stock are issued and outstanding, (ii) 120,150 shares of Company Series B Preferred Stock are issued and outstanding, (iii) 1,000,000 shares of Company Series C Preferred Stock are issued and outstanding, (iv) 795,715 shares of Company Series D-1 Preferred Stock are issued and outstanding and (v) 2,453,333 shares of Company Series D-2 Preferred Stock are issued and outstanding; (C) Section 3.3 of the “GameStop Rights”). At Company Disclosure Schedule lists, as of the close of business on April 14the date hereof, 2005 (i) 24,563,228 all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the grant date, exercise price, term and vesting schedule of GameStop Class A Common each such Company Stock were issued Option and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms names of the GameStop Rights Agreement; and holders thereof. (vD) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop are, the Company have been duly authorized and all shares that may be validly issued will be, when issued, duly authorized, validly issued, and are fully paid and nonassessable and are not subject to preemptive rights created by statute, the Company's Articles of Incorporation as amended by the Articles of Amendment (the "Company's Articles of Incorporation") or issued any agreement to which the Company is a party or by which the Company may be bound. Except as set forth in violation this Section and except for changes since the date of preemptive rightsthis Agreement resulting from the exercise of Company Stock Options outstanding on such date, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, other than the Company Preferred Stock and Company Convertible Promissory Notes, and (iii) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the Company, other than the Company Warrants.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 60,000,000 shares of Class A GameStop Company Common Stock, of which 26,537,830 shares were outstanding at the close of business on December 31, 2001, (ii) 100,000,000 and 1,009,126 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 0.01 per share (“GameStop Series A the "Preferred Stock”Shares"), none of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, were outstanding on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)date hereof. At the close of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms All of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop are, Company Common Stock have been duly authorized and all shares that may be issued will be, when issued, duly authorized, are validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, as of December 31, 2001, there were (i) 1,009,126 shares of Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated May 18, 1995, as amended (the "Company Rights Agreement"), between the Company and EquiServe Trust Company, N.A. (the "Company Rights Agent"), (ii) 5,273,750 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Option Plans, (iii) 700,000 shares of Company Common Stock reserved for issuance pursuant to the Company's 1999 Employee Stock Purchase Plan, as effective July 1, 1999 (the "1999 Stock Purchase Plan") and (iv) 494,674 shares of Company Common Stock reserved for issuance pursuant to the Company's existing 401(k) Plan (the "401(k) Plan"). As of the date of this Agreement, except (i) 1,009,126 shares of Preferred Stock issuable pursuant to the Company Rights Agreement, (ii) 4,476,668 shares of Company Common Stock issuable upon exercise of Company Options, (iii) 426,811 shares of Company Common Stock issuable pursuant to the Company's 1999 Employee Stock Purchase Plan and (iv) 95,846 shares of Company Common Stock issuable pursuant to the 401(k) Plan, and as disclosed in this Section 3.01(d), there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any securities of the Surviving Corporation pursuant to any. The Board of Directors of the Company has taken all action to amend the Company Rights Agreement (subject only to execution of such amendment by the Company Rights Agent) to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its subsidiaries (including Merger Sub) shall become an "Acquiring Person" and no "Share Acquisition Date" shall occur as a result of the execution, delivery and performance of this Agreement and the consummation of the Offer or the Merger, (ii) no "Distribution Date" shall occur as a result of the announcement of or the execution of this Agreement or any of the transactions contemplated hereby and (iii) each of Parent and Merger Sub will not be an Acquiring Person as a result of the transactions contemplated hereby (each of "Acquiring Person," "Share Acquisition Date" and "Distribution Date" as defined in the Company Rights Agreement).

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop RECO consists entirely of 306 million shares of capital stock including (i) 300,000,000 270 million shares of Class A GameStop RECO Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 6 million shares of preferred stock, par value $0.001 .10 per share (“GameStop "RECO Preferred Stock”"), and (iii) 30 million shares of which 500,000 shares have been designated Series A Junior Participating Preferred Stockseries common stock, par value $.001 .10 per share (“GameStop "RECO Series A Stock"). The authorized capital stock of OPCO consists of 306 million shares of capital stock including (x) 270 million shares of OPCO Common Stock, (y) 6 million shares of preferred stock, par value $.10 per share ("OPCO Preferred Stock”"), and (z) 30 million shares of GameStop. Each series common stock, par value $.10 per share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, "OPCO Series A Preferred Stock (the “GameStop Rights”Stock"). At the close of business on April 14December 23, 2005 1997, (i) 24,563,228 88,969,888 paired shares of GameStop Class A RECO Common Stock and OPCO Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 no shares of GameStop Class B Common RECO Preferred Stock and no shares of OPCO Preferred Stock were issued and outstanding; , (iii) no shares of GameStop Class B RECO Series Stock and no shares of OPCO Series Stock were issued and outstanding, (iv) no shares of RECO Common Stock and no shares of OPCO Common Stock were held by GameStop RECO or OPCO in its treasurytheir respective treasuries; (iv) 500,000 provided, however, that, OPCO currently holds approximately 1.3 million shares of GameStop Series A Preferred RECO Common Stock, (v) 5% of the issued and outstanding shares of RECO Common Stock and 5% of the issued and outstanding shares of OPCO Common Stock plus an additional 3,522,877 Paired Shares of each were reserved for issuance pursuant to equity plans filed as exhibits to or described in the RECO SEC Documents (collectively, the "RECO Stock Plans"), and (vi) 3,350,746 shares of RECO Common Stock and 3,350,746 shares of OPCO Common Stock were reserved for issuance upon the conversion of RECO's outstanding convertible senior notes and convertible debentures described in connection with Section 3.02(c) of the right RECO Disclosure Schedule. At the close of business on the Representation Date, except as set forth above, there were no outstanding stock options, stock appreciation rights or rights (other than employee stock options or other rights ("RECO Employee Stock Options") to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; or receive RECO and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A OPCO Common Stock granted under the GameStop RECO Stock Option PlanPlans) to receive shares of RECO Common Stock on a deferred basis granted under the RECO Stock Plans or otherwise. Section 3.02(c) of the RECO Disclosure Schedule sets forth a complete and correct list, as of the Representation Date, except as set forth above, of the number of Paired Shares subject to RECO Employee Stock Options. All outstanding shares of capital stock of GameStop the RECO Companies are, and all shares that which may be issued, including shares to be issued pursuant to this Agreement, will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. As of the close of business on the Representation Date, there were no bonds, debentures, notes or other indebtedness or securities of the RECO Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of RECO and OPCO may vote. Except as set forth above, as of the close of business on the Representation Date, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the RECO Companies or any of their respective Subsidiaries is a party or by which any of them is bound obligating the RECO Companies or any of their respective Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the RECO Companies or of any of their respective Subsidiaries or obligating the RECO Companies or any of their respective Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except for agreements entered into with respect to the RECO Stock Plans and except as set forth above, as of the close of business on the Representation Date, and except as could not reasonably be expected to be required to be disclosed pursuant to the RECO SEC Documents, there were no outstanding contractual obligations of the RECO Companies or any of their respective Subsidiaries to issue, repurchase, redeem, exchange or otherwise acquire, or to register (under the federal or any state securities laws) for resale, any shares of capital stock of the RECO Companies or any of their respective Subsidiaries. As of the close of business on the Representation Date, there were no outstanding contractual obligations of the RECO Companies to vote or to dispose of any shares of the capital stock of any of their respective Subsidiaries. The Company maintains a shareholder rights plan.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of 100,000,000 shares of Company Common Stock, 50,000 shares of Company Series A Preferred Stock, 650,000 shares of Company Series B Preferred Stock, 24,500 shares of Company Series C Preferred Stock, and 5,000,000 shares of undesignated preferred stock, $.01 par value ("COMPANY UNDESIGNATED PREFERRED STOCK"). As of the date hereof: (a) (i) 300,000,000 71,010,323 shares of Class Company Common Stock are issued and outstanding; (ii) no shares of Company Common Stock are held by the Company in its treasury and no shares of Company Common Stock are held by subsidiaries of the Company; (iii) 10,669,553 shares of Company Common Stock were reserved for issuance pursuant to any plans, agreements and arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of the Company or any of its subsidiaries (collectively, the "COMPANY STOCK PLANS"), of which 7,657,829 shares are subject to outstanding Company Stock Options and/or have been granted in the form of restricted stock or issued upon exercise of options and (iv) 656,257 warrants to purchase shares of Company Common Stock are issued and outstanding; (b) (i) 50,000 shares of Company Series A GameStop Common StockPreferred Stock are issued and outstanding, (ii) 100,000,000 650,000 shares of GameStop Class Company Series B Common Preferred Stock are issued and outstanding, (iii) 5,000,000 22,109 shares of preferred stockCompany Series C Preferred Stock are issued and outstanding, par value $0.001 per share and (“GameStop iv) warrants to purchase 342 shares of Company Series C Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share Stock are issued and outstanding; (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant c) The Company has delivered to the Rights Agreement between GameStop Parent a true and The Bank of New Yorkcomplete list, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstandingthe date hereof, of which 3,262,887 all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the grant date, exercise price, term and vesting schedule of GameStop Class A Common each such Company Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued Option and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms names of the GameStop Rights Agreement; and holders thereof. (vd) approximately 13,124,915 shares Except as set forth on Section 3.3 of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All Company Disclosure Schedule, all outstanding shares of capital stock of GameStop are, the Company have been duly authorized and all shares that may be validly issued will be, when issued, duly authorized, validly issued, and are fully paid and nonassessable and are not subject to preemptive rights created by statute, the Company's Certificate of Incorporation (the "COMPANY CERTIFICATE OF INCORPORATION") or issued any agreement to which the Company is a party or by which the Company may be bound. Except as set forth in violation this Section and except for changes since the date of preemptive rightsthis Agreement resulting from the exercise of Company Stock Options outstanding on such date, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, and (iii) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the Company.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 120,000,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14February 25, 2005 2010, (i) 24,563,228 56,070,028 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes no shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company), (ii) 7,660,238 shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s 2008 Stock Incentive Plan (the “Company Stock Plan”), of which 3,262,887 (A) 2,750,730 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A acquire shares of Company Common Stock from the Company with a weighted-average exercise price of $59.39 (such options, together with any similar options granted after February 25, 2010, the “Company Stock Options”), (B) 203,209 shares of Company Common Stock were subject to restricted stock unit awards that were subject to performance-based vesting or delivery requirements, assuming settlement of such awards based on the attainment of performance goals at maximum levels (such restricted stock unit awards, together with any similar restricted stock unit awards granted after February 25, 2010, the “Company Performance RSU Awards”) and (C) 754,230 shares of Company Common Stock were subject to a restricted stock unit awards granted by the Company that were subject to service-based vesting or delivery requirements (such restricted stock unit awards, together with any similar restricted stock unit awards granted after February 25, 2010, the “Company RSU Awards” and, together with the Company Stock Options and Company Performance RSU Awards, the “Company Equity Awards”), (iii) 30,394 stock equivalents with respect to a share of Company Common Stock were outstanding under the GameStop Company’s Supplemental Savings and Retirement Plan for Key Salaried Employees (“Supplemental Plan”) and agreements between the Company and its directors to defer certain director fees (“Director Deferral Agreements”) (such plans, collectively, the “Specified Deferred Compensation Plans”, and such stock equivalents, together with similar stock equivalents issued after February 25, 2010, the “Company Stock Option Equivalents”) and (iv) $565,000,000 aggregate principal amount of 3.75% convertible senior notes due 2026, issued pursuant to the Indenture between the Company and Wilmington Trust Company dated as of June 13, 2006 (the “Convertible Notes”), were outstanding. Except as set forth above, at the close of business on February 25, 2010, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Since February 25, 2010 to the date of this Agreement, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares of Company Common Stock pursuant to the Company Stock Plan and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, except for rights under the Company Stock Plan, the Specified Deferred Compensation Plans, the Company Employees’ Participation and Savings Plan (the “Company 401(k) Plan”) and the Irish Share Scheme; notwithstanding anything to the contrary in this Section 3.01(c), between February 25, 2010 and the date of this Agreement, (i) the Company has not purchased, redeemed or otherwise acquired, directly or indirectly, any Company Common Stock or any rights, warrants or options with respect to the Company Common Stock (in particular Company Equity Awards and Company Stock Equivalents) other than as would be permitted without consent of Parent after the date of this Agreement pursuant to Section 4.01(a)(iii) or (ii) issued, delivered, transferred or sold any shares of Company Common Stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such Company Common stock, voting securities or convertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units (in particular Company Equity Awards and Company Stock Equivalents) other than as would be permitted without consent of Parent after the date of this Agreement pursuant to Section 4.01(a)(iv). All outstanding shares of capital stock of GameStop Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”), except for the Convertible Notes. Except for any obligations pursuant to this Agreement, the Company Stock Plan, the Specified Deferred Compensation Plans, the Company 401(k) Plan, the Irish Share Scheme or as otherwise set forth above, as of February 25, 2010, there are no shares of Company Common Stock, any other shares of capital stock, voting securities, options, warrants, rights, convertible or exchangeable securities, “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units with respect to the Company, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (2) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants or other rights to acquire shares of capital stock of the Company or any such Subsidiary, other than pursuant to the Company Stock Plan, the Company 401(k) Plan, the Irish Share Scheme and the Specified Deferred Compensation Plans. Section 3.01(c) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Indebtedness for borrowed money of the Company and its Subsidiaries (other than any such Indebtedness owed to the Company or any of its Subsidiaries, letters of credit issued in violation the ordinary course of preemptive rights.business and any other such Indebtedness with an aggregate principal amount not in excess of $10.0 million individually outstanding on the date of this Agreement. From and after the Effective Time, neither Parent nor the Company will be required to deliver Company Common Stock or other capital stock of the Company to any person pursuant to or in settlement of any Company Equity Awards, the Convertible Notes, the Irish Share Scheme or otherwise. Table of Contents

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 290,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 0.0001 per share share, of the Company (“GameStop Company Preferred Stock”), 525,634 of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Convertible Preferred Stock (the “GameStop RightsSeries A Convertible Preferred Stock”). At the close of business on April 14August 27, 2005 2020 (the “Measurement Time”), (i) 24,563,228 65,450,142 shares of GameStop Class A Company Common Stock were issued and outstanding, none of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; the Company as treasury shares, (ii) 29,901,662 no shares of GameStop Class B Common Company Preferred Stock were issued and outstanding; , other than 525,634 shares of Series A Convertible Preferred Stock, all of which are owned by Parent and (iii) no pursuant to such Company Equity Plans, (A) 9,567,800 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock (such options, together with any options granted thereunder after the Measurement Time, the “Company Stock Options”) and (B) 1,145,053 restricted stock units were issued and outstanding options to purchase GameStop Class A (such restricted units, together with any restricted stock units granted thereunder after the Measurement Time, the “Company RSUs”), 11,000 of which are performance stock units (“Company PSUs”). Except as set forth above, as of the Measurement Time, no shares of capital stock or other voting securities of or equity interests in the Company were issued, reserved for issuance (other than shares of Company Common Stock granted under reserved for potential issuances upon conversion of the GameStop outstanding Series A Convertible Preferred Stock) or outstanding. (b) Section 4.03(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the Measurement Time, of the name (or employee identification number) of each holder of Company Stock Options and Company RSUs, the number of outstanding Company Stock Options and Company RSUs held by each such holder, the grant date of each such Company Stock Option Planand Company RSU, the number of shares of Company Common Stock such holder is entitled to receive upon the exercise of each Company Stock Option and settlement of each Company RSU and, in the case of any Company Stock Option, the corresponding exercise price, the expiration date of each Company Stock Option, the vesting schedule of each Company Stock Option and Company RSU and the Company Equity Plan under which such Company Stock Option was granted, and whether such Company Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code. Since the Measurement Time, (i) there have been no issuances by the Company of shares of capital stock or other voting securities of or equity interests in the Company (including Company Stock Options and Company RSUs), other than issuances of shares of Company Common Stock pursuant to Company Stock Options and vesting of Company RSUs outstanding as of the Measurement Time, and (ii) there have been no issuances by the Company of options, warrants, rights (including preemptive rights), calls, puts, convertible or exchangeable securities, stock-based performance units, subscriptions or other rights to acquire shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock. All outstanding shares of capital stock of GameStop Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (c) Section 4.03(c) of the Company Disclosure Letter sets forth all outstanding indebtedness for borrowed money (including any guarantees thereof) of the Company and any of its Subsidiaries and the aggregate principal amount thereof as of the date of this Agreement. Neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible into, exchangeable into or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth in Section 4.03(c) of the Company Disclosure Letter or as otherwise set forth above, as of the Measurement Time, there were no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, phantom units, stock appreciation rights, Contracts, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of or equity interests in, or any security convertible or exchangeable for any shares of capital stock or other voting securities of or equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (ii) obligating the Company to issue, grant or enter into any such option, warrant, right, security, unit, Contract, agreement, arrangement or undertaking, or (iii) that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock, and since the Measurement Time, none of the foregoing has been issued, agreed or entered into. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock or voting securities of or equity interests in the Company, other than pursuant to the Company Equity Plans. Other than the Amended and Restated Registration Rights Agreement, dated as of February 4, 2020, by and between Parent and the Company, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. (d) The Company does not have any stockholder rights or similar plan in effect.

Capital Structure. (a) GameStop represents and warrants that the authorized capital stock of GameStop consists entirely of (i) 300,000,000 The authorized Capital Stock of the Company consists of 50,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14May 18, 2005 2007, (iA) 24,563,228 11,840,934 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (including 37,755 Company Restricted Shares), of which 3,262,887 (B) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiC) 29,901,662 1,257,955 shares of GameStop Class B Company Common Stock were issued reserved and outstanding; available for issuance pursuant to the Company 2006 Stock Incentive Plan and the Company 2001 Employee Stock Option Plan (iiicollectively, the “Company Stock Plans”), of which 178,039 shares of Company Common Stock were subject to outstanding Company Stock Options, (D) no shares of GameStop Class B Common Company Preferred Stock were issued or outstanding or were held by GameStop in its treasury; the Company as treasury shares and (ivE) 500,000 up to 3,398,664 shares of GameStop Series A Preferred Company Common Stock were reserved for issuance and issuable upon conversion of the Company’s 2.75% Convertible Senior Subordinated Notes due 2027 (the “Convertible Notes”). Except as set forth above in connection with this Section 3.01(c)(i), at the right close of business on May 18, 2007, no shares of Capital Stock of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options, the Company Restricted Shares and the Convertible Notes) that are linked to the value of Company Common Stock (collectively, “Company Stock-Based Awards”). Table of Contents (ii) Section 3.01(c)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list, as of May 18, 2007, of (A) all outstanding options to purchase GameStop Series A Preferred shares of Company Common Stock pursuant (collectively, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof and (B) all shares of Company Common Stock that were outstanding but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase by the Company at a fixed purchase price (shares so subject, the “Company Restricted Shares”) under the Company Stock Plans or otherwise, the grant and issuance dates, expiration dates, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof. All (1) Company Restricted Shares and (2) Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c)(ii) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with or in addition to such forms. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the GameStop Rights Agreement; applicable compensation plan or arrangement of the Company, the Exchange Act and (v) approximately 13,124,915 shares all other applicable laws and regulatory rules or requirements, including the rules of GameStop Class A the Nasdaq Global Market, the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock were subject on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to issued and outstanding options to purchase GameStop Class A Common grant, Company Stock granted under Options prior to, or otherwise coordinate the GameStop grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option Planintended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Stock Option and each Company Restricted Share may, by its terms, be treated at the Effective Time as set forth in Section 5.04(a)(i) or 5.04(a)(ii), as applicable. All outstanding shares of capital stock Capital Stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options and the Convertible Notes will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (iii) Except for the Convertible Notes, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (A) there are not issued, reserved for issuance or outstanding (1) any shares of Capital Stock of the Company, (2) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for Capital Stock of the Company or any Subsidiary of the Company or (3) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any Capital Stock or securities convertible into or exchangeable or exercisable for Capital Stock of the Company or any Subsidiary of the Company and (B) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Table of Contents

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 50,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A "Company Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14November 8, 2005 2002, (i) 24,563,228 13,633,886 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 2,554,412 shares of GameStop Class B Company Common Stock were issued reserved for issuance pursuant to the 1996 Stock Option Plan of the Company, as amended, and outstanding; the 1999 Equity Compensation Plan of the Company, as amended (iiisuch plans, collectively, the "Company Stock Plans") (of which 1,460,973 shares of Company Common Stock were subject to outstanding Company Stock Options), (iv) no shares of GameStop Class B Common Company Preferred Stock were issued or out standing or were held by GameStop in its treasury; the Company as treasury shares, (ivv) 500,000 warrants to acquire 179,269 shares of GameStop Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding and (vi) 220,000 shares of Company Preferred Stock designated as Series A E Junior Participating Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock rights (the "Rights") issued pursuant to the terms Rights Agreement dated as of August 1, 2002, between the Company and StockTrans, Inc., as rights agent (the "Rights Agreement"). Except as set forth above in this Section 3.01(c), at the close of business on November 8, 2002, no shares of capital stock or other voting securities or equity interests of the GameStop Rights Agreement; and (v) approximately 13,124,915 Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of GameStop Class A Company Common Stock were subject on a deferred basis or other rights (other than Company Stock Options and Warrants) that are linked to issued the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of November 8, 2002, of all outstanding options to purchase GameStop Class A shares of Company Common Stock granted (collectively, "Company Stock Options") under the GameStop Company Stock Plans or otherwise, and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. There are no outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price. All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. As of the close of business on November 8, 2002, there were outstanding Company Stock Options to purchase 1,143,699 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $4.1838. As of the close of business on November 8, 2002, there were outstanding Warrants to purchase 68,652 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration. Each Company Stock Option Planmay, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or the Warrants will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchange able or exercisable for capital stock or voting securities of the Company and (y) there are not any ou tstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 25,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 1.25 per share share, of the Company (“GameStop "Company Preferred Stock”"), of which 500,000 162,000 shares have been designated as Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop "Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close As of business on April 14August 20, 2005 2003: (i) 24,563,228 18,822,954 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 3,500 shares are restricted shares of GameStop Class A Company Common Stock issued pursuant to the Company Stock Plans (as defined in this Section 3.1(c)); (ii) 2,180,223 shares of Company Common Stock were held by GameStop the Company in its treasurytreasury and no shares of Company Common Stock were held by Subsidiaries of the Company; (iiiii) 29,901,662 no shares of GameStop Class B Common Company Preferred Stock were issued and outstanding; (iiiiv) no shares of GameStop Class B Common Company Preferred Stock were held by GameStop the Company in its treasurytreasury or were held by any Subsidiary of the Company; (ivv) 500,000 1,526,190 shares of GameStop Company Common Stock were reserved for issuance pursuant to all plans, agreements or arrangements providing for equity-based compensation to any director, Employee (as defined in Section 3.1(f)), consultant or independent contractor of the Company or any of its Subsidiaries (collectively, the "Company Stock Plans"), of which 774,015 shares are subject to outstanding Company Stock Options (as defined in this Section 3.1(c)); and (vi) 162,000 shares of Company Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Company Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop the Company are, and all shares that thereof which may be issued prior to the Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. The Company has delivered to Parent a true and complete list, as of the close of business on August 20, 2003, of all outstanding stock options to purchase or receive Company Common Stock and all other rights to purchase or receive Company Common Stock granted under the Company Stock Plans (collectively, the "Company Stock Options"), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices of each such Company Stock Option and the names of the holders thereof. The Company has not awarded or authorized the award of any Company Stock Options since August 20, 2003. Except as set forth in this Section 3.1(c) and except for changes since August 20, 2003 resulting from (i) the issuance of shares of Company Common Stock pursuant to and in accordance with Company Stock Options outstanding prior August 20, 2003 or (ii) as expressly contemplated hereby, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (y) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, other than pursuant to any "cashless exercise" provision of any Company Stock Options. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, there are no outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party and, to the knowledge of the Company, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 5% or more of the outstanding Company Common Stock (a "Major Company Shareholder") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of the Company or any of its Subsidiaries. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or, to the knowledge of the Company, any Major Company Shareholder is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April November 14, 2005 2006, (i) 24,563,228 37,719,021 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (including 168,657 Company Restricted Shares), of which 3,262,887 (ii) 0 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 9,097,724 shares of GameStop Class B Company Common Stock were issued reserved and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved available for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms 1999 Stock Plan of the GameStop Rights Agreement; Company, the 2004 Equity Incentive Plan of the Company, the 2004 Non-Employee Directors’ Stock Option Plan of the Company and the 2004 Employee Stock Purchase Plan of the Company (v) approximately 13,124,915 the “ESPP”, and such plans, collectively, the “Company Stock Plans”), of which 7,215,432 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options and (iv) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares. Except as set forth above in this Section 3.01(c), at the close of business on November 14, 2006, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer imposed by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options and the Company Restricted Shares) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of November 15, 2006, of (A) all outstanding options to purchase GameStop Class A shares of Company Common Stock (collectively, together with any options granted after November 15, 2006, as expressly permitted by this Agreement, but exclusive of rights under the GameStop ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof and (B) all shares of Company Common Stock that were outstanding as of the relevant time but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase by the Company at a fixed purchase price as of such time (shares so subject, the “Company Restricted Shares”) under the Company Stock Plans or otherwise, the grant and issuance dates, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof. All (i) Company Restricted Shares and (ii) Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case substantially in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, except that (A) the forms of such agreements differ with respect to the number of options or shares covered thereby, the exercise price, regular vesting schedule, repurchase price and expiration date applicable thereto and other similar terms; and (B) outside the United States, the forms of such agreements have been modified solely to the extent necessary to comply with Legal Provisions and, except as provided in the preceding clauses (A) and (B), no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. Each grant of a Company Stock Option Planwas duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Market, the per share exercise price of each Company Stock Option was equal to the fair market value (as such term is defined in the Company Stock Plans other than the ESPP) of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. As of the close of business on November 14, 2006, there were outstanding Company Stock Options to purchase 7,215,432 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $10.61. 28,155 shares of Company Common Stock were subject to outstanding rights under the ESPP based on payroll information for the period ending November 15, 2006 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the ESPP on the last day of the offering period in effect under the ESPP on the date hereof was equal to the Merger Consideration and that payroll deductions continue at the current rate). Each Company Stock Option and each Company Restricted Share may, by its terms, be treated at the Effective Time as set forth in Section 5.04(a)(i) or 5.04(a)(ii), as applicable. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or rights under the ESPP will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c) and for shares issued or to be issued upon the exercise of Company Stock Options outstanding on the date hereof and included in clause (iii) of the first sentence of this Section 3.01(c), as of the date hereof, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), as of the date hereof, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of any Subsidiary of the Company.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company ------------------ consists entirely of (i) 300,000,000 1,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 100,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop "Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14March 23, 2005 2001, (i) 24,563,228 238,524,403 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 28,999,035 shares of GameStop Class B Company Common Stock were issued and outstanding; reserved for issuance pursuant to the Company Stock Plans (iiiof which 17,273,535 shares of Company Common Stock were subject to outstanding options to purchase shares of Company Common Stock granted under the Company Stock Plans ("Stock Options")), (iv) 24,307,949 shares of Company Common Stock were reserved for issuance upon conversion of the Company's 5 1/4% Liquid Yield Option Notes due 2014 (the "Notes"), (v) 15,289,430 shares of Company Common Stock were reserved for issuance upon conversion of the Company's 3% Zero Coupon Convertible Subordinated Debentures due 2020 (the "Debentures" and, together with the Notes, the "Convertible Notes"), (vi) no shares of GameStop Class B Common Company Preferred Stock were held by GameStop in its treasury; issued or outstanding and (ivvii) 500,000 30,000 shares of GameStop Company Preferred Stock designated as Series A RP Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock Rights issued pursuant to the terms Rights Agreement. Except as set forth above in this Section 3.01(c), at the close of business on March 23, 2001, no shares of capital stock or other voting securities of the GameStop Rights Company were issued, reserved for issuance or outstanding. Except as set forth above in this Section 3.01(c) and pursuant to the Option Agreement; and (v) approximately 13,124,915 , there are no outstanding stock appreciation rights, rights to receive shares of GameStop Class A Company Common Stock were subject on a deferred basis or other rights that are linked to issued the value of Company Common Stock, granted under the Company Stock Plans or otherwise. The Company has provided to Parent on or prior to the date of this Agreement a complete and accurate summary, as of March 1, 2001, of all outstanding options Stock Options or other rights to purchase GameStop Class A or receive Company Common Stock granted under the GameStop Company Stock Plans or otherwise (other than pursuant to the Option PlanAgreement), the number of shares of Company Common Stock subject thereto and the grant dates, expiration dates and exercise prices thereof. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. Except as set forth above in this Section 3.01(c), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c) and for shares of Company Common Stock reserved for issuance and issuable pursuant to the Option Agreement, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or ownership interests in any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities of any Subsidiary of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 30,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 10,000,000 shares of preferred stockPreferred Stock, no par value $0.001 per share share, (“GameStop Preferred Stock”"PREFERRED STOCK"), of which 500,000 shares (i) 200,000 have been designated Series A Junior Participating Preferred StockShares (the "SERIES A PREFERRED") and (ii) 1,074,107 have been designated ESOP Convertible Preferred Stock Series B (the "SERIES B PREFERRED"). At the close of business on December 31, par value $.001 per share 1999: (“GameStop i) 14,620,812 shares of Company Common Stock were issued and outstanding (including 154,113 shares of restricted stock and 135,850 performance shares and excluding 1,811,177 shares of Company Common Stock held in the treasury of the Company); (ii) 893,342 shares of Preferred Stock were issued or outstanding, of which no shares of Series A Preferred Stock”were issued and outstanding and 893,342 shares of Series B Preferred were issued and outstanding and (iii) 1,000,279 shares of Company Common Stock were subject to outstanding employee or director stock options to purchase Company Common Stock or other common stock awards granted under the Non-Qualified Stock Purchase Plan, effective January 1, 1989, the Stock Option and Award Plan of 1989, the Stock Option and Award Plan of 1993, the Stock Option and Award Plan of 1995, the Non-Employee Directors' Stock Plan, effective January 1, 1997, the Non-Employee Directors' Performance Share Plan, effective December 1, 1997 (the "COMPANY STOCK PLANS") (collectively, the "COMPANY STOCK OPTIONS"). SECTION 3.1(c) of the Company Disclosure Letter sets forth the holders of all outstanding Company Stock Options, restricted stock, performance shares or units, deferred shares, stock units and other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of GameStopeach grant to such holders. Each share of GameStop Class A Company Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop the Company and The Bank of New YorkChas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as rights agentRights Agent, dated as of October 28November 23, 2004 1999 (as amended from time to time, the “GameStop Rights Agreement”"COMPANY RIGHTS AGREEMENT"), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option PlanStock. All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights.will

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 100,000,000 shares of Company Common Stock, 12,500,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Preferred Stock”the "COMPANY PREFERRED STOCK"). As of the close of business on July 25, 2003, (i) 53,308,710 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, none of which were held by any subsidiary of the Company, (ii) 1,685,580 shares of Company Common Stock and 11,425,000 shares of Class B Common Stock were held by the Company in its treasury, (iii) 415,925 shares of Company Common Stock were subject to outstanding Company Stock Options (as defined below) under the Amended and Restated 1996 Stock Incentive Plan of Daisy, Inc. (the "1996 PLAN"), 301,429 shares of Company Common Stock were subject to outstanding Company Stock Options under the 1998 Stock Incentive Plan of Daisy, Inc. (the "1998 PLAN"), and 4,500,000 shares of Company Common Stock were reserved for issuance pursuant to the iTurf Inc. (renamed Daisy Corp.) 1999 Amended and Restated Stock Incentive Plan (the "1999 PLAN") (of which 500,000 2,595,818 shares have been designated Series A Junior Participating Preferred Stockwere subject to outstanding Company Stock Options issued under the 1999 Plan) (such plans, par value $.001 per share collectively, the "COMPANY STOCK PLANS"); (“GameStop Series A Preferred Stock”iv) 3,313,172 shares were subject to outstanding Company Stock Options (as defined below), ; (v) no shares of GameStop. Each share of GameStop Class A Company Common Stock carries with it an associated share purchase right issued and 750,000 shares of Company Preferred Stock were reserved for issuance upon the exercise of the rights (the "RIGHTS") distributed to the holders of Company Common Stock and Class B Common pursuant to the Rights Agreement dated as of January 12, 2001, between GameStop the Company and The Bank of New York, as rights agentagent (the "RIGHTS AGREEMENT"), dated (vi) no shares of Company Preferred Stock were issued and outstanding or were held by the Company in its treasury, and (vii) 650,000 shares of Company Common Stock were reserved for issuance upon the exercise of presently outstanding warrants. Section 3.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14July 25, 2005 2003, of (i) 24,563,228 shares of GameStop Class A Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject to issued and all outstanding options to purchase GameStop Class A Company Common Stock (collectively, the "COMPANY STOCK OPTIONS") granted under the Company Stock Plans, (ii) all restricted stock awards granted under the Company Stock Plans (the "RESTRICTED STOCK AWARDS") and (iii) all other rights, if any, to purchase or receive Company Common Stock granted under the GameStop Company Stock Plans, together, in each case, with the number of shares of Company Common Stock subject to each such Company Stock Option, Restricted Stock Award or other purchase right, the grant dates and exercise prices and vesting schedule of each such Company Stock Option, Restricted Stock Award or other purchase right and the names of the holder thereof and the particular Company Stock Plan pursuant to which such Company Stock Option, Restricted Stock Award or other purchase right was granted or issued. Other than the Company Stock Options issued pursuant to the Company Stock Plans, the Restricted Stock Awards issued pursuant to the Company Stock Plans and the outstanding warrants to purchase 650,000 shares of Company Common Stock, there are no outstanding rights of any person to receive Company Common Stock, whether on a deferred basis or otherwise. There are no outstanding stock appreciation rights or other rights that are in any way linked to the price of Company Common Stock that were not granted in tandem with a related Company Stock Option. As of the close of business on July 25, 2003, there were outstanding Company Stock Options to purchase 882,728 shares of Company Common Stock with exercise prices on a per share basis lower than the Per Share Amount. Except as set forth above, as of the close of business on July 25, 2003, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option Planas a result of the Merger. All outstanding shares of Company Common Stock and all outstanding Company Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts (as defined in Section 3.01(d)). For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 3.01(d)). During the period from July 25, 2003, to the date of this Agreement, (x) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options or rights under the Company Stock Plans outstanding on such date as required by their terms as in effect on the date of this Agreement and (y) there have been no issuances by the Company or any of its subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company, other than for rights that may have arisen under the Company Stock Plans. All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued pursuant to the Company Stock Plans and the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company or any of its subsidiaries, and no securities or other instruments or obligations of the Company or any of its subsidiaries, the value of which is in any way based upon or derived from any capital or voting stock of the Company or having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth on Section 3.01(d) of the Company Disclosure Schedule, there are no Contracts of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound obligating the Company or any of its subsidiaries to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, deliver, sell or enter into any such shares, securities, equity or voting interests or Contracts. There are not any outstanding contractual obligations of the Company or any of its subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, any of its subsidiaries. To the knowledge of the Company as of the date of this Agreement, except as set forth in Section 3.01(c) of the Company Disclosure Schedule, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any of its subsidiaries. As of July 25, 2003, (i) the only outstanding indebtedness for borrowed money of the Company and its subsidiaries in each case in excess of $50,000 is set forth on Section 3.01(c) of the Company Disclosure Schedule and (ii) except as set forth on Schedule 3.01(c) of the Company Disclosure Schedule, there are no guarantees by the Company or any of its subsidiaries of indebtedness of third parties for borrowed money. The amounts shown as outstanding on Section 3.01(c) of the Company Disclosure Schedule for each borrowing facility has not increased or decreased, other than in the ordinary course of business, and the Company has not entered into any new borrowing facilities since July 25, 2003. All such indebtedness is prepayable in full in accordance with their terms and without any penalty or premium in connection therewith.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 1,200,000,000 shares of Company Common Stock, comprising 1,000,000,000 shares of Class A GameStop Common Stock and 200,000,000 shares of Class B Common Stock, (ii) as well as 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 0.000015 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 1422, 2005 2024 (ithe “Capitalization Date”), (A) 24,563,228 (1) 200,886,281 shares of GameStop Company Common Stock (excluding treasury shares) were issued and outstanding, comprising 127,795,297 shares of Class A Common Stock and 73,090,984 shares of Class B Common Stock and (2) no shares of Company Preferred Stock were issued and outstanding, and (B) (1) 5,983,981 shares of Company Common Stock were subject to outstanding options (other than rights under the ESPP) to acquire shares of Company Common Stock from the Company (of which 3,262,887 1,763,038 relate to options to acquire shares of GameStop Class A Common Stock and 4,220,943 relate to options to acquire shares of Class B Common Stock) (such options, together with any other stock options granted after the Capitalization Date, in each case whether granted pursuant to the Company Stock Plans or otherwise but excluding rights under the ESPP, the “Stock Options”), (2) 11,869,805 shares of Company Common Stock were subject to restricted stock units with service-based, but not performance-based, vesting or delivery requirements (such restricted stock units, together with any other restricted stock units granted after the Capitalization Date, in each case whether granted pursuant to the Company Stock Plans or otherwise, the “RSUs”) and (3) a maximum of 670,318 shares of Company Common Stock were subject to outstanding restricted stock units with performance-based vesting or delivery requirements (such restricted stock units, together with any other restricted stock units with performance-based vesting or delivery requirements granted after the Capitalization Date, in each case whether granted pursuant to the Company Stock Plans or otherwise, the “PSUs”). As of the close of business on the Capitalization Date, there were outstanding rights to purchase 351,963 shares of Class A Common Stock on the last day of the current offering period in effect under the ESPP (assuming the fair market value per share of Class A Common Stock on the last day of the current offering period in effect under the ESPP will be equal to the Merger Consideration). (ii) At the close of business on the Capitalization Date, (A) 0 shares of Class A Common Stock were held by GameStop in its treasury; the Company as treasury shares and (iiB) 29,901,662 57,812,287 shares of GameStop Company Common Stock were reserved and available for issuance in the aggregate pursuant to (1) the Company’s 2021 Equity Incentive Plan (of which 44,925,575 relate to Class A Common Stock and none relate to Class B Common Stock), (2) the Company’s 2014 Stock were issued Plan (of which 2,570,245 relate to Class A Common Stock and outstanding; 4,220,943 relate to Class B Common Stock) and (3) the Company’s 2021 Employee Stock Purchase Plan (of which 6,095,524 relate to Class A Common Stock and none relate to Class B Common Stock) (the “ESPP,” and collectively with the plans identified in clauses (x) and (y), the “Company Stock Plans”). (iii) As of the close of business on the Capitalization Date, except as described in Section 3.01(c)(i), no shares of GameStop Class B Common Stock were held by GameStop in capital stock of, or other equity or voting interests in, the Company or any of its treasury; (iv) 500,000 Subsidiaries, or securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of GameStop Series A Preferred Stock deferred stock, restricted stock awards, stock appreciation rights, phantom stock awards or other rights to acquire any such capital stock of, or other equity or voting interests in, the Company, were issued, reserved for issuance in connection with or outstanding. From the right close of business on the Capitalization Date to purchase GameStop Series the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of shares of Class A Preferred Common Stock pursuant to the terms exercise of Stock Options or rights under the ESPP or the settlement of RSUs or PSUs, in each case outstanding as of the GameStop Rights Agreement; Capitalization Date, and only if and to the extent required by their respective terms as in effect on such date and (vB) approximately 13,124,915 shares there have been no issuances by the Company of GameStop Class A Common Stock were subject to issued and outstanding options to purchase GameStop Class A Common Stock granted any Equity Equivalents other than rights under the GameStop Stock Option Plan. ESPP. (iv) All outstanding shares of capital stock of GameStop the Company are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (v) As of the close of business on the Capitalization Date, except as described in Section 3.01(c) there are no (A) bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries and (B) instruments or rights (including stock appreciation rights, phantom stock awards or other similar rights) issued by, or other obligations of, the Company or any of its Subsidiaries (the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”), in each of clauses (A) and (B), that are linked to, or the value of which is in any way based upon or derived from, the value of any class of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, the value of the Company, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote. Except as set forth in Section 3.01(c), there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, or right. (vi) Except for the Voting Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, or grants any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any shares of capital stock or Equity Equivalents of the Company or any of its Subsidiaries. The Company has no rights plan, “poison pill” or other similar agreement or arrangement. (vii) The ESPP permits the grant of purchase rights that qualify as options granted under an “employee stock purchase plan” within the meaning of Section 423(b) of the Code and Treasury Regulation Section 1.423-2. Section 3.01(c)(vii) of the Company Letter contains a correct and complete list, as of the

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 62,500,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 .01 per share (“GameStop "Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14August 29, 2005 2005, (i) 24,563,228 18,858,711 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) 190,000 shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no 2,144,606 shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options under the Company's 1993 Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1999 Employee Stock Purchase Plan, and 2000 Stock Option Plan, each as amended to the date hereof (such plans, collectively, the "Company Stock Plans"), (iv) no shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares, and (v) warrants to acquire 565,000 shares of Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. (ii) Except as set forth above in this Section 3.01(c), at the close of business on August 29, 2005, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options and the Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of August 29, 2005, of all outstanding options to purchase GameStop Class A shares of Company Common Stock granted (collectively, "Company Stock Options") under the GameStop Company Stock Plans (including, but not limited to, the Company's 1999 Employee Stock Purchase Plan), and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. (iii) There are no outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price. (iv) All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms previously delivered or made available to Parent, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are materially inconsistent with such forms. (v) Each Company Stock Option Planmay, by its terms, be cancelled in connection with the transactions contemplated hereby for a lump sum payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms, be cancelled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). (vi) All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued prior to the Effective Time pursuant to the Company Stock Options or the Warrants will be, be when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. (vii) There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (viii) Except as set forth above in this Section 3.01(c) or in Section 3.01(c) of the Company Disclosure Schedule, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. (ix) Except as set forth above in this Section 3.01(c) or Section 3.01(c) of the Company Disclosure Schedule, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 120,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iiiii) 5,000,000 shares of preferred stock, $0.01 par value $0.001 per share (“GameStop Company Preferred Stock”), of which 500,000 389,004 shares have been designated as Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14June 30, 2005 2004, (i) 24,563,228 38,900,470 shares of GameStop Class A Company Common Stock were issued and outstanding, all of which 3,262,887 were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) no shares of GameStop Class A Company Common Stock were held in the treasury of the Company or by GameStop in its treasury; (ii) 29,901,662 shares Subsidiaries of GameStop Class B Common Stock were issued and outstandingthe Company; (iii) no 8,903,014 shares of GameStop Class B Company Common Stock were held by GameStop in its treasuryreserved for issuance pursuant to outstanding options (the “Company Stock Options”) to purchase shares of Company Common Stock pursuant to the Company’s 1993 Equity Incentive Plan, 1998 Non-Officer Stock Option Plan, 2000 Non-Officer Stock Option Plan and 2000 Non-Qualified Stock Option Plan (collectively, the “Company Stock Option Plans”); (iv) 500,000 3,930,706 shares of GameStop Series A Company Common Stock were reserved for issuance pursuant to outstanding warrants (the “Company Warrants”) to purchase shares of Company Common Stock; (v) 157,169 shares of Company Common Stock were reserved for issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company Stock Purchase Plan”); and (vi) no shares of Company Preferred Stock were reserved for issuance in connection with the right to purchase GameStop issuance, other than 389,004 shares of Company Series A Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated September 12, 1994, between the Company and W▇▇▇▇ Fargo Bank Minnesota (f/k/a/ Norwest Bank Minnesota), as amended by First Amendment to the Rights Agreement dated January 29, 2002 and the Second Amendment to Rights Agreement dated November 26, 2002 (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series A Preferred Stock (the “Company Rights”). The Company Stock Option Plans and the Company Stock Purchase Plan are the only benefit plans of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each share of Company Common Stock which may be issued pursuant to any Company Stock Option Plan, Company Warrant or the Company Stock Purchase Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and free of the GameStop Rights Agreement; and (v) approximately 13,124,915 preemptive rights. No shares of GameStop Class A Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of shares of Company Common Stock were subject to issued and upon the exercise of Company Stock Options or Company Warrants outstanding options to purchase GameStop Class A Common Stock granted under on June 30, 2004 in accordance with the GameStop Stock Option Plan. All outstanding terms thereof, no shares of capital stock or other voting securities of GameStop are, and all shares that may be issued will be, when the Company are issued, reserved for issuance or outstanding. Except as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or without additional consideration are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable nonassessable, and not each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. (c) Section 3.2(c) of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated the Company Letter (the “Company Letter”), sets forth a list of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or Joint Venture is organized. Section 3.2(c) of the Company Letter also sets forth the nature and extent of the ownership and voting interests held by the Company in each such Joint Venture. The Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) Section 3.2(d) of the Company Letter sets forth a list of each Company Warrant, the holder thereof as of June 30, 2004, the expiration date and the number of shares subject to or issued in violation thereto as of preemptive rightsJune 30, 2004 and the per share exercise price therefor.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 50,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share (“GameStop Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A "Company Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14November 8, 2005 2002, (i) 24,563,228 13,633,886 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 2,554,412 shares of GameStop Class B Company Common Stock were issued reserved for issuance pursuant to the 1996 Stock Option Plan of the Company, as amended, and outstanding; the 1999 Equity Compensation Plan of the Company, as amended (iiisuch plans, collectively, the "Company Stock Plans") (of which 1,460,973 shares of Company Common Stock were subject to outstanding Company Stock Options), (iv) no shares of GameStop Class B Common Company Preferred Stock were issued or outstanding or were held by GameStop in its treasury; the Company as treasury shares, (ivv) 500,000 warrants to acquire 179,269 shares of GameStop Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding and (vi) 220,000 shares of Company Preferred Stock designated as Series A E Junior Participating Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock rights (the "Rights") issued pursuant to the terms Rights Agreement dated as of August 1, 2002, between the Company and StockTrans, Inc., as rights agent (the "Rights Agreement"). Except as set forth above in this Section 3.01(c), at the close of business on November 8, 2002, no shares of capital stock or other voting securities or equity interests of the GameStop Rights Agreement; and (v) approximately 13,124,915 Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of GameStop Class A Company Common Stock were subject on a deferred basis or other rights (other than Company Stock Options and Warrants) that are linked to issued the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of November 8, 2002, of all outstanding options to purchase GameStop Class A shares of Company Common Stock granted (collectively, "Company Stock Options") under the GameStop Company Stock Plans or otherwise, and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. There are no outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares at a fixed purchase price. All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. As of the close of business on November 8, 2002, there were outstanding Company Stock Options to purchase 1,143,699 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $4.1838. As of the close of business on November 8, 2002, there were outstanding Warrants to purchase 68,652 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration. Each Company Stock Option Planmay, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or the Warrants will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 10,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stock, par value $0.001 1.00 per share (“GameStop "Preferred Stock”)", of which 500,000 shares have been designated Series A Junior Participating Preferred and together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred the "Company Capital Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14July 15, 2005 2005, (i) 24,563,228 5,460,668 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; , (iiiii) 29,901,662 556,600 shares of GameStop Class B Company Common Stock were issued subject to outstanding Company Stock Options (as defined in Section 6.04) and outstanding; (iii) no 182,926 additional shares of GameStop Class B Company Common Stock were held by GameStop reserved for issuance pursuant to the Company Stock Plans (as defined in its treasury; Section 6.04), and (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock rights (the "Company Rights") issued pursuant to the terms Rights Agreement dated as of January 17, 1997 (as amended from time to time, the "Company Rights Agreement"), between the Company and Wachovia Bank of North Carolina, N.A., as Rights Agent. Except as set forth above, at the close of business on July 15, 2005, no shares of capital stock or other voting securities of the GameStop Rights Agreement; Company were issued, reserved for issuance or outstanding. Assuming completion of the Offer and (v) approximately 13,124,915 the Merger prior to August 31, 2005, Company Stock Options to purchase not more than 556,600 shares of GameStop Class A Company Common Stock were subject will be exercisable, including any Company Stock Options exercisable as a result of the Offer and the Merger, at an exercise price equal to issued and outstanding options to purchase GameStop Class A or less than $2.38 per share of Company Common Stock (the "Vested Company Stock Options"). There are no outstanding stock appreciation rights linked to the price of Company Common Stock and granted under the GameStop any Company Stock Option Plan. All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the GBCC, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote ("Voting Company Debt"). Except as set forth above or in the Company Disclosure Letter, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary. The Company has made available to Parent a complete and correct copy of the Company Rights Agreement, as amended to the date of this Agreement. The Company Disclosure Letter sets forth a true and complete list of the outstanding Company Stock Options, and the Vested Company Stock Options, together with the number of shares of Company Common Stock subject thereto and the exercise price thereof.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 200,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iiiii) 5,000,000 shares of preferred stock, $0.01 par value $0.001 per share (“GameStop "Company Preferred Stock”"), of which 500,000 200,000 shares have been designated as Series A Junior Participating Preferred Stock, par value $.001 per share Stock (“GameStop the "Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14September 3, 2005 2004, (i) 24,563,228 88,677,887 shares of GameStop Class A Company Common Stock were issued and outstanding, all of which 3,262,887 were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) 62,676 shares of GameStop Class A Company Common Stock were held in the treasury of the Company or by GameStop in its treasury; (ii) 29,901,662 shares Subsidiaries of GameStop Class B Common Stock were issued and outstandingthe Company; (iii) no 15,557,184 shares of GameStop Class B Company Common Stock were held by GameStop in its treasuryreserved for issuance pursuant to outstanding options (the "Company Stock Options") to purchase shares of Company Common Stock pursuant to (A) the Company's 1996 Stock Incentive Plan, (B) the Company's 1993 Stock Option/Stock Issuance Plan, as amended, and (C) the AccessLan Communications, Inc. 1997 Stock Plan (collectively, the "Company Stock Option Plans"); (iv) 500,000 1,047,882 shares of GameStop Series A Company Common Stock were reserved for issuance pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Company Stock Purchase Plan") and (v) no shares of Company Preferred Stock were reserved for issuance in connection with the right to purchase GameStop issuance, other than 200,000 shares of Company Series A Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of May 13, 1998, between the Company and Equiserve Trust Company, N.A. (as the successor in interest to BankBoston, N.A.),as amended by First Amendment to the Rights Agreement, dated as of October 19, 1998 (the "Rights Agreement") providing for rights to acquire shares of Company Series A Preferred Stock (the "Rights"). The Company Stock Option Plans and the Company Stock Purchase Plan are the only benefit plans of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each share of Company Common Stock which may be issued pursuant to any Company Stock Option Plan or the Company Stock Purchase Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and free of the GameStop Rights Agreement; and (v) approximately 13,124,915 preemptive rights. No shares of GameStop Class A Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of shares of Company Common Stock were subject to issued and upon the exercise of Company Stock Options outstanding options to purchase GameStop Class A Common Stock granted under on September 3, 2004 in accordance with the GameStop Stock Option Plan. All outstanding terms thereof, no shares of capital stock or other voting securities of GameStop are, and all shares that may be issued will be, when the Company are issued, reserved for issuance or outstanding. Except as set forth above, there are no options, warrants, calls, rights, puts or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company or its Subsidiaries or, to the Knowledge of the Company, any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Subsidiaries. (b) Except as set forth in Section 3.2(b) of the letter dated the Amendment Date and delivered on the Amendment Date by the Company to Parent, which letter relates to this Agreement and is designated the Company Letter (the "Company Letter"), each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable nonassessable, and, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or a Subsidiary of the Company, free and not subject clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(c) of the Company Letter sets forth a list of all Subsidiaries and Joint Ventures of the Company and the jurisdiction in which such Subsidiary or issued Joint Venture is organized. Section 3.2(c) of the Company Letter also sets forth the nature and extent of the ownership and voting interests held by the Company in violation each such Joint Venture. The Company has no obligation to make any capital contributions, or otherwise provide assets or cash, to any Joint Venture. (d) The Company has caused the Company Stock Purchase Plan and all rights thereunder to be suspended on August 1, 2004, with the effect of preemptive rightssuch suspension being that no offering period and no Purchase Interval (as such term is defined in the Company Stock Purchase Plan) shall commence or continue under such plan during the period of such suspension. Such suspension is in full force and effect.

Capital Structure. (a) GameStop represents and warrants that As of the date of this Agreement, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 80,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”)” and, of which 500,000 shares have been designated Series A Junior Participating Preferred together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14August 22, 2005 2025: (i) 24,563,228 38,696,598 shares of GameStop Class A Company Common Stock (excluding treasury shares) were issued and outstanding, of which 3,262,887 (ii) no shares of GameStop Class A Company Common Stock were held by GameStop the Company in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; , (iii) no shares of GameStop Class B Common Company Preferred Stock were issued and outstanding or held by GameStop the Company in its treasury; treasury and (iv) 500,000 (A) 507,160 shares of GameStop Series A Preferred Company Common Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and Company Equity Incentive Plan, (vB) approximately 13,124,915 1,842 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A Company Stock Options, (C) 889,782 shares of Company Common Stock granted under were subject to outstanding Company RS Awards, (D) 111,395 shares of Company Common Stock were subject to outstanding Company Director Deferred Stock Awards (all of which are included in the GameStop shares of Company Common Stock Option Plan. outstanding in clause (i)) and (E) no shares of Company Common Stock were subject to outstanding Company PSU Awards (assuming maximum levels of performance are achieved). (b) All outstanding shares of capital stock of GameStop are, Company Common Stock have been duly authorized and all shares that may be issued will be, when issued, duly authorized, are validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights. All outstanding shares of Company Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on August 22, 2025, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or Securities convertible into or exchangeable or exercisable for, or measured by reference to, capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). Except as set forth in this Section 4.2, Section 4.2 of the Company Disclosure Letter, in the Organizational Documents of the Company or resulting from any issuance after the date of this Agreement permitted by Section 6.1(b)(ii), and except for changes since August 22, 2025 resulting from the settlement of Company RS Awards or Company PSU Awards and the exercise of Company Stock Options, there are outstanding: (A) no shares of Company Capital Stock, (B) no Securities of the Company convertible into or exchangeable or exercisable for, or measured by reference to, shares of Company Capital Stock or other equity or voting Securities of the Company and (C) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or other equity or voting Securities of the Company, or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which the Company is a party or by which it is bound relating to the voting of any shares of the Company Capital Stock or any other Securities of the Company. (c) As of the close of business on August 22, 2025, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from any Subsidiary of the Company any capital stock or other equity interests of any Subsidiary of the Company or Securities convertible into or exchangeable or exercisable for, or measured by reference to, capital stock of any Subsidiary of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). Except as set forth in this Section 4.2, Section 4.2 of the Company Disclosure Letter or in the Organizational Documents of any Subsidiary of the Company, there are outstanding: (1) no shares of capital stock or other voting Securities of any Subsidiary of the Company, (2) no Securities of any Subsidiary of the Company convertible into or exchangeable or exercisable for, or measured by reference to, shares of Company Capital Stock or other equity or voting Securities of the Company or any Subsidiary of the Company and (3) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which any Subsidiary of the Company is a party or by which it is bound in any case obligating any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or other equity or voting Securities of any Subsidiary of the Company, or obligating any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. (d) Section 4.2(d) of the Company Disclosure Letter sets forth as of the date hereof all of the issued and outstanding Securities of each Subsidiary of the Company and the record owner and beneficial owners thereof. The Company or another Subsidiary of the Company owns, directly or indirectly, all of the issued and outstanding Securities of each Subsidiary of the Company, free and clear of any Encumbrances, other than Permitted Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws or any transfer restrictions set forth in violation the Organizational Documents of such Subsidiary, and all of such Securities have been duly authorized and validly issued and are fully paid (to the extent required under the Organizational Documents of such entity), nonassessable (except to the extent non-assessability may be affected by Section 18-607 of the DLLCA, as applicable) and free of preemptive rightsrights to the extent such concepts are applicable to the organizational type of a particular Subsidiary of the Company. As of the date of this Agreement, neither the Company nor any of its Subsidiaries (i) owns Securities of any Person, or (ii) has any obligations, whether contingent or otherwise, to consummate any material additional investment in any Person, in each case other than its Subsidiaries listed on Section 4.2(d) of the Company Disclosure Letter.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 35,300,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Common Stock and (iii) 5,000,000 shares of preferred common stock, par value $0.001 per share (a “GameStop Common Share” or, collectively, the “Common Shares”) and 200,000,000 shares of Series A preferred stock, par value $0.001 per share, of the Company (a “Preferred StockShare” or, collectively, the “Preferred Shares,” and together with the Common Shares, the “Shares”), of which 500,000 23,703,341 Common Shares are issued and outstanding, including 23,422,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share of restricted Common Shares (of which 23,302,750 shall be vested as of immediately prior to Closing following the transactions contemplated by Section 2.4 hereof) (the “GameStop Series A Preferred Restricted Stock”), and 199,655,291 Preferred Shares are issued and outstanding. SECTION 3.1(c) of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop Company Disclosure Letter contains a correct and The Bank of New Yorkcomplete list, as rights agent, dated as of October 28, 2004 the date of this Agreement (as amended from time to time, the “GameStop Rights AgreementCapitalization Table”), which entitles of: (A) the record and beneficial owners of all issued and outstanding Shares (including Restricted Stock) and the corresponding number of Common Shares and/or Preferred Shares held by each such Person and (B) the outstanding Company Stock Options, including the holder, number of Shares, grant date, vesting schedule and exercise price of such options. The Company has not received notice that any Share is owned (beneficially or of record) or is entitled to be voted by any Person, whether jointly or in common, other than the registered holder thereof set forth in the Capitalization Table. Each Company Stock Option for which an exercise price has been modified after its issuance or grant date has been modified to purchase, an exercise price that is no less than the fair market value of a Common Share on the occurrence date of certain eventssuch modification. All of the Company Stock Options and Restricted Stock have been granted under the Stock Incentive Plans. Each holder of Restricted Stock has timely filed and not revoked an election under Section 83(b) of the Code with respect to each grant of Restricted Stock. All of the outstanding Shares have been duly authorized and are validly issued, Series A Preferred Stock fully paid and non-assessable, and are free and clear of any Liens (other than restrictions under applicable securities Laws) and were not issued in violation of any preemptive rights or any federal or state securities Laws. (ii) There are no Treasury Shares. Options of the Company (the “GameStop RightsCompany Stock Options”)) to purchase an aggregate of 3,671,567 Common Shares are outstanding. At the close Other than an aggregate of business on April 14, 2005 (i) 24,563,228 shares of GameStop Class A 35,000,000 Common Stock were issued and outstanding, of which 3,262,887 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were Shares reserved for issuance in connection with grants of Restricted Stock or Company Stock Options under the Company’s Stock Incentive Plans in connection with the adoption of the 2016 Stock Inventive Plan, the Company has no Shares reserved for issuance. There are no other outstanding grants or awards under the Stock Incentive Plans, other than the Company Stock Options and the Restricted Stock. Except as disclosed in SECTION 3.1(c) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, shares of restricted stock, restricted stock units, redemption rights, repurchase rights, subscriptions, deferred compensation rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of, or interest in, capital stock or other equity securities or other equity interests of the Company or its Subsidiary or any securities, instruments or obligations, that are or may be convertible into, or exchangeable or exercisable for, or giving any Person a right to purchase GameStop Series A Preferred Stock pursuant to the terms subscribe for or acquire, any equity securities or other equity interests of the GameStop Rights Agreement; Company or its Subsidiary (collectively, “Equity Interests”), and (v) approximately 13,124,915 shares no securities or obligations evidencing any such Equity Interests are authorized, issued or outstanding. There are no outstanding obligations of GameStop Class A Common Stock were subject the Company or its Subsidiary to repurchase, redeem or otherwise acquire any Equity Interests. Neither the Company nor its Subsidiary has agreed or is obligated to make any future equity investment in or capital contribution to any Person. All of the issued and outstanding options Shares are uncertificated. The Closing Merger Consideration Schedule, when delivered in accordance with SECTION 2.5(a), will contain a true and correct calculation of the respective percentages of the Closing Merger Consideration entitled to purchase GameStop Class A be received in accordance with this Agreement by holders of each of the Company’s outstanding (1) Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of capital stock of GameStop areShares (including Restricted Stock), (2) Preferred Shares, and all shares that may (3) Vested Company Stock Options (taking into account the exercise price of each such Vested Company Stock Option), and any other equity securities of the Company and will be issued will beconsistent with the amounts required to be paid to each such holder in accordance with the certificate of incorporation of the Company and the Company’s Stock Incentive Plans. Except as set forth in the Closing Merger Consideration Schedule, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject no Person is entitled to or issued in violation any portion of preemptive rightsthe Closing Merger Consideration.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 125,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14July 11, 2005 2007, (iA) 24,563,228 (1) 74,946,095 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes 771,887 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, together with any similar shares issued after July 11, 2007 in accordance with the terms of this Agreement, the “Company Restricted Stock”)) and (2) 33,557,148 shares of Company Common Stock are held by the Company in its treasury, (B) 11,668,500 shares of Company Common Stock were reserved and available for issuance pursuant to the Amended and Restated 1995 Equity Incentive Plan, the 1999 Employee Incentive Plan, the Employee Stock Purchase Plan and the Executive Nonqualified Stock Purchase Plan (such employee stock purchase plans, the “ESPPs”; the foregoing plans, collectively, the “Company Stock Plans”), of which 3,262,887 (1) 6,369,335 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options (other than rights under the ESPPs) to purchase GameStop Class A acquire shares of Company Common Stock from the Company (such options, together with any similar options granted after July 11, 2007 in accordance with the terms of this Agreement, the “Company Stock Options”), (2) 1,362,222 shares of Company Common Stock were subject to outstanding stock appreciation rights (such stock appreciation rights, together with any similar stock appreciation rights granted after July 11, 2007, the “Company SARs”) and (3) 6,595 shares of Company Common Stock were subject to outstanding restricted stock units (such restricted stock units, together with any similar restricted stock units granted after July 11, 2007 in accordance with the terms of this Agreement, the “Company RSUs”) (4) no shares of Company Common Stock were subject to outstanding rights under the GameStop ESPPs (assuming that the closing price for the Company Common Stock Option Planas reported on the NASDAQ Stock Market on the last day of the offering periods in effect under the ESPPs on July 11, 2007 was equal to the Merger Consideration) and (C) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury. Except as set forth above, at the close of business on July 11, 2007, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Since July 11, 2007 to the date of this Agreement, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares of Company Common Stock pursuant to the exercise of the Company Stock Options or Company SARs or rights under the ESPPs, in each case outstanding as of July 11, 2007, and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, except for rights under the ESPPs. All outstanding shares of capital stock of GameStop Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of July 11, 2007, there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (2) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any such Subsidiary, other than pursuant to the Company Stock Plans. (ii) There are no voting trusts or other agreements to which the Company is a party with respect to the voting of the Company Common Stock. (iii) Following the Effective Time, no holder of Company Stock Options will have any right to receive shares of Company Common Stock upon exercise of Company Stock Options. (iv) Except as disclosed in Section 4.01(c)(iv) of the Company Disclosure Letter, no Indebtedness of the Company or any of its Subsidiaries contains any restriction upon (A) the prepayment of any of such Indebtedness, (B) the incurrence of Indebtedness by the Company or any of its Subsidiaries, or (C) the ability of the Company or any of its Subsidiaries to grant any lien on its properties or assets. As used in this Agreement, “Indebtedness” means (1) all indebtedness for borrowed money, (2) any other indebtedness that is evidenced by a note, bond, debenture or similar instrument, (3) all obligations under capital leases, (4) all obligations in respect of outstanding letters of credit and (5) all guarantee obligations. (v) The Company has made available to Parent a list of all Company Stock Options, Company RSUs and Company SARs outstanding as of the date hereof and the name of the holder thereof, the exercise price thereof, and the number of units, rights or shares of Company Common Stock which are the subject of each such Company Stock Option, Company RSU and Company SAR, as applicable. (vi) Section 4.01(c)(vii) of the Company Disclosure Letter lists all Indebtedness outstanding as of the date of this Agreement. (vii) No agreement or understanding requires consent or approval from the holder of any Company Stock Option to effectuate the terms of this Agreement.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 1,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 50,000,000 shares of preferred stock, without par value $0.001 per share (“GameStop "Company Preferred Stock”"), . 1,500,000 shares of which 500,000 shares Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, without par value $.001 per share (“GameStop the "Company Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”"). At the close of business on April 14October 31, 2005 2005, (i) 24,563,228 332,448,023 shares of GameStop Class A Company Common Stock were issued and outstandingoutstanding (which number includes (A) 708,755 shares of Company Common Stock held by the Company in its treasury, (B) 1,382,196 shares of Company Common Stock held by the trust established under The Guidant Employee Savings and Stock Ownership Plan and (C) 1,084,669 shares of Company Common Stock subject to vesting and restrictions on transfer ("Company Restricted Stock")), (ii) 28,029,833 shares of Company Common Stock were reserved and available for issuance pursuant to the Company's 1994 Stock Plan, as amended, 1996 Nonemployee Director Stock Plan, as amended, 1998 Stock Plan, as amended, and 2001 Employee Stock Purchase Plan (the "ESPP") (such plans, collectively, the "Company Stock Plans"), of which 3,262,887 26,067,053 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common subject to outstanding Company Stock were issued Options or agreements to issue Company Stock Options, and outstanding; (iii) no shares of GameStop Class B Common Company Preferred Stock (including Company Series A Preferred Stock) were issued or outstanding or were held by GameStop the Company as treasury shares. Except as set forth above in its treasury; (iv) 500,000 this Section 3.01(c), at the close of business on October 31, 2005, no shares of GameStop Series A Preferred Stock capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance in connection with or outstanding. At the right close of business on October 31, 2005, there were no outstanding stock appreciation rights, "phantom" stock rights, restricted stock units, performance units, rights to purchase GameStop Series A Preferred receive shares of Company Common Stock pursuant on a deferred basis or other rights (other than Company Stock Options) that are linked to the terms value of the GameStop Rights Agreement; and (v) approximately 13,124,915 shares of GameStop Class A Company Common Stock were subject to issued and (collectively, "Company Stock-Based Awards"). All outstanding options to purchase GameStop Class A shares of Company Common Stock granted exclusive of rights under the GameStop ESPP (collectively, "Company Stock Option PlanOptions") and shares of Company Restricted Stock are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of GameStop the Company are, and all shares that which may be issued pursuant to the Company Stock Options or Company Stock-Based Awards will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 3.01(c) and for issuances of shares of Company Common Stock pursuant to the Company Stock Options set forth above in this Section 3.01(c) and subject to Section 4.01(a), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) any Company Stock-Based Awards and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c) and subject to Section 4.01(a), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (ai) GameStop represents and warrants that As of the date hereof, the authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 2,000,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 100,000,000 shares of preferred stock, par value $0.001 0.01 per share (“GameStop Company Preferred Stock”), . As of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14June 24, 2005 2021 (ithe “Company Capitalization Date”), (A) 24,563,228 84,063,182 shares of GameStop Class A Company Common Stock were issued and outstanding (including 227,462 unvested shares underlying Company Restricted Stock Awards), (B) 200,000 shares of Company Preferred Stock were issued and outstanding, of which 3,262,887 (C) no shares of GameStop Class A Company Common Stock were held by GameStop in its the Company’s treasury; , (iiD) 29,901,662 20,466,938 shares of GameStop Class B Company Common Stock were issued and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with under the right Company Equity Plans, (E) Company Options to purchase GameStop Series A Preferred Stock pursuant to the terms of the GameStop Rights Agreement; and (v) approximately 13,124,915 8,691,380 shares of GameStop Class A Company Common Stock were subject to issued and outstanding options to purchase GameStop Class A outstanding, (F) 3,157,617 shares of Company Common Stock granted under were underlying Company RSU Awards (assuming maximum performance for any performance- based Company RSU Awards) and (G) no shares of the GameStop Stock Option PlanCompany capital stock were held by any Subsidiaries of the Company. All the outstanding shares of capital stock of GameStop Company Common Stock are, and all shares of the Company Common Stock that may be issued will prior to the Effective Time shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non- assessable and free of pre-emptive rights. Except as set forth in the foregoing provisions of this Section 3.1(b)(i), as of the date hereof: (1) the Company does not subject have any shares of capital stock or other equity interests issued or outstanding other than shares of Company Common Stock that have become outstanding after the Company Capitalization Date as a result of the exercise of Company Options set forth in Section 3.1(b)(ii), and (2) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests of the Company to which the Company or any of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to (I) issue, transfer or sell any shares of capital stock or other equity interests of the Company or securities convertible into or exchangeable for such shares of capital stock or equity interests of the Company (in each case other than to the Company or a wholly owned Subsidiary of the Company) or (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment. (ii) Section 3.1(b)(ii) of the Company Disclosure Letter sets forth a true and complete list, as of the Company Capitalization Date, of (A) each Company Equity Award, (B) the name of each Company Equity Award holder, (C) the number of shares of Company Common Stock underlying each Company Equity Award, (D) the date on which each Company Equity Award was granted, (E) the exercise price of each Company Equity Award, if applicable, (F) the expiration date of each Company Equity Award, if applicable and (G) the vesting schedule applicable to each Company Equity Award. As of the date hereof, the weighted average strike price of the outstanding Company Options was $9.10 and there were $216,747 of accrued and unpaid cash dividends corresponding to shares of Company Common Stock covered by Company Restricted Stock Awards, $1,376,335 of accrued and unpaid cash dividends corresponding to Company RSU Awards and no other accrued and unpaid cash dividends corresponding to Company Equity Awards. (iii) No bonds, debentures, notes or other Indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of the Company or any of its Subsidiaries are issued or outstanding. (iv) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries, or restricting the transfer of, or providing registration rights with respect to, such capital stock or equity interest. (v) As of the date hereof, there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of any Subsidiary of the Company or securities convertible into or exchangeable for such shares of capital stock or equity interests (in violation each case other than to the Company or a wholly owned Subsidiary of preemptive rightsthe Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment. As of the date hereof, there are no agreements or commitments obligating the Company or any of its Subsidiaries to (1) redeem or otherwise acquire any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company; or (2) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company that is not wholly owned.

Capital Structure. (ai) GameStop represents and warrants that the The authorized capital stock of GameStop the Company consists entirely of (i) 300,000,000 150,000,000 shares of Class A GameStop Common Stock, (ii) 100,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 per share (the “GameStop Company Preferred Stock”)” and, of which 500,000 shares have been designated Series A Junior Participating Preferred together with the Company Common Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop RightsCompany Capital Stock”). At the close of business on April 14January 6, 2005 2012, (i) 24,563,228 80,398,198 shares of GameStop Class A Company Common Stock were issued and outstanding, of which 3,262,887 (ii) zero shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; the Company as treasury shares, (iiiii) 29,901,662 9,212,371 shares of GameStop Class B Company Common Stock were issued reserved and outstanding; (iii) no shares of GameStop Class B Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved available for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Amended and Restated 2004 Stock Incentive Plan (the “2004 Plan”), of the GameStop Rights Agreement; and (v) approximately 13,124,915 which 7,395,074 shares of GameStop Class A Company Common Stock were subject to outstanding Company Stock Options, (iv) 106,816 shares of Company Common Stock were reserved and available for issuance pursuant to the 2004 Employee Stock Purchase Plan (“ESPP” and together with the 2004 Plan, collectively, the “Company Stock Plans”), (v) 10,547,932 shares of Company Common Stock were reserved and available for issuance upon exercise of the warrants (the “Company Warrants”) granted or issued pursuant to warrant agreements executed by the Company, true and correct copies of which have been delivered to Parent prior to the date of this Agreement (the “Company Warrant Agreements”), (vi) no shares of Company Common Stock were owned by any Subsidiary of the Company and (vii) no shares of Company Preferred Stock were issued or outstanding or held by the Company as treasury shares. The Company has made available to Parent a list of each Company Stock Option issued as of January 6, 2012, the holder thereof, the number of shares of Company Common Stock issuable thereunder and the exercise price thereof. (ii) Except as set forth above, at the close of business on January 6, 2012, no shares of Company Common Stock or other Equity Interests of the Company were issued, reserved for issuance or outstanding. Since the close of business on January 6, 2012, through the date of this Agreement, other than in connection with the issuance of Company Common Stock pursuant to the exercise of Company Stock Options and Company Warrants outstanding as of January 6, 2012 (in accordance with the terms thereof as of such date), no shares of Company Common Stock or other Equity Interests of the Company were issued and there has been no change in the number of outstanding options to purchase GameStop Class A Common Company Stock granted under the GameStop Stock Option PlanOptions or Company Warrants. All outstanding shares of capital stock of GameStop Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound. Except as set forth above in Section 4.01(c)(i) or in Section 4.01(c)(ii) of the Company Disclosure Letter, there are no options, warrants, calls, rights, convertible or exchangeable securities, stock-based performance units, or Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other Equity Interests in, or any security convertible or exchangeable for any capital stock of or other Equity Interest in, the Company or of any of its Subsidiaries or (ii) obligating the Company or any such Subsidiary to issue, grant or enter into any such option, warrant, call, right, convertible or exchangeable security, stock-based performance unit or Contract. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any such Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Stockholders may vote. (iii) Neither the Company nor any of its Subsidiaries has entered into any Contract, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any Contract entered into in the ordinary course of business consistent with past practice with respect to wholly owned Subsidiaries of the Company. Other than the Master Rights Agreement, there are no stockholder agreements, voting trusts, proxies or other Contracts to which the Company or any Company Subsidiary is a party or by which it is bound relating to the voting or registration of any Equity Interests of the Company or any Company Subsidiary or preemptive rights with respect thereto. Prior to the consummation of the Offer, the Company shall enter into an irrevocable agreement with the requisite number of holders of Company Equity Interests to terminate the Master Rights Agreement, which termination shall be conditioned solely upon the occurrence of the Acceptance Time, and the Company shall make available to Parent a complete and correct copy of such agreement to terminate the Master Rights Agreement.

Capital Structure. (a) GameStop represents and warrants that the The authorized capital stock of GameStop Company consists entirely of (i) 300,000,000 100,000,000 shares of Company Class A GameStop Common Stock, (ii) 100,000,000 30,000,000 shares of GameStop Class B Company Common Stock and (iii) 5,000,000 Stock, 50,000,000 shares of preferred stock, par value $0.001 per share of which 4,600,000 shares are designated as Series H Preferred Stock and 4,400,000 shares are designated as Series K Preferred Stock (together, “GameStop Company Preferred Stock”), and 20,000,000 shares of which 500,000 shares have been designated Series A Junior Participating Preferred Stockexcess stock, $0.01 par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”)share. At the close of business on April 14May 15, 2005 2023 (the “Company Capitalization Date”), (i) 24,563,228 28,972,016 shares of GameStop Company Class A Common Stock (which includes 605,600 Company Restricted Stock Awards) were issued and outstanding, (ii) 10,358,591 shares of Company Common Stock (which includes 941,800 Company Restricted Stock Awards) were issued and outstanding, (iii) 4,600,000 shares of Series H Preferred Stock were issued and outstanding, of which 3,262,887 (iv) 4,400,000 shares of GameStop Class A Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B Common Series K Preferred Stock were issued and outstanding; , (iiiv) 1,182,125 shares were reserved and available for grant under the Company Equity Incentive Plan, which at the discretion of the Compensation Committee of the Company Board administering the Company Equity Incentive Plan may be any combination of Company Class A Common Stock or Company Common Stock and (vi) no shares of GameStop excess stock were issued and outstanding. Since the close of business on the Company Capitalization Date to the date of this Agreement, there has been no issuance or grant of any Company Class B A Common Stock, Company Common Stock, Company Preferred Stock or any other securities of Company, other than any issuances of Company Class A Common Stock were held by GameStop or Company Common Stock Awards in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection accordance with the right to purchase GameStop Series A Preferred exercise, vesting or settlement, as applicable, of any Company Restricted Stock pursuant to Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the terms thereof or as required by the terms of the GameStop Rights Agreement; DownREIT Agreements (in accordance with Section 7.17). Subject to the filing of the applicable articles of amendment and articles supplementary of Hermes Sub I with, and acceptance for record by, the SDAT, the authorized and issued capital stock of Hermes Sub I as of immediately prior to the Second Merger Effective Time shall be equivalent to that of Company as of immediately prior to the First Merger Effective Time. (b) Section 4.3(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the Company Capitalization Date, of (i) each Company Restricted Stock Award, (ii) the name of the holder thereof and whether such holder is a current or former director, employee or other individual service provider of Company and Company Subsidiaries, (iii) the number of shares of Company Class A Common Stock or Company Common Stock underlying each such award, (iv) the grant date, and (v) approximately 13,124,915 shares of GameStop Class A Common Stock were subject the extent to which each such award is vested and the times and extent to which each such award will vest. (c) All issued and outstanding options to purchase GameStop Class A Common Stock granted under the GameStop Stock Option Plan. All outstanding shares of the capital stock of GameStop are, and all shares that may be issued will be, when issued, Company are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject no class of capital stock is entitled to or issued in violation of preemptive rights. There are no outstanding bonds, debentures, notes or other Indebtedness of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock or Company Class A Common Stock may vote. (d) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth on Section 4.1(d) of the Company Disclosure Letter, Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries and each other Person in which Company, directly or indirectly, owns ownership interests, free and clear of all Liens other than transfer restrictions imposed by any applicable Law or the Organizational Documents of any Company Subsidiary. (e) Except as set forth on Section 4.3(e) of the Company Disclosure Letter, there are no outstanding subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which Company or any of the Company Subsidiaries is a party or, to the Knowledge of Company, by which any of them is bound obligating Company or any of the Company Subsidiaries to (i) issue, transfer, deliver or sell or create, or cause to be issued, transferred, delivered or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments, (iii) redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests, or (iv) provide for voting trusts or similar agreements or understandings concerning the voting of any capital stock of Company or any of the Company Subsidiaries. (f) Company does not have a “poison pill” or similar stockholder rights plan. (g) Neither Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the shares of Company Common Stock and any dividends or other distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) GameStop represents and warrants that The authorized Capital Stock of the authorized capital stock Company consists of GameStop consists entirely of (i) 300,000,000 15,000,000 shares of Class A GameStop Company Common Stock, (ii) 100,000,000 96,560 shares of GameStop Class B Common Stock 55 cents Cumulative Preferred Stock, no par value (“Company Cumulative Preferred Stock”), and (iii) 5,000,000 1,000,000 shares of preferred stock, $1.00 par value $0.001 per share (“GameStop Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $.001 per share (“GameStop Series A Preferred Stock”), of GameStop. Each share of GameStop Class A Common Stock carries with it an associated share purchase right issued pursuant to the Rights Agreement between GameStop and The Bank of New York, as rights agent, dated as of October 28, 2004 (as amended from time to time, the “GameStop Rights Agreement”), which entitles the holder thereof to purchase, on the occurrence of certain events, Series A Preferred Stock (the “GameStop Rights”). At the close of business on April 14June 30, 2005 2006, (i) 24,563,228 11,498,571 shares of GameStop Class A Company Common Stock (which includes 5,000 Company Restricted Shares for which restrictions have not lapsed) were issued and outstanding, of which 3,262,887 (ii) 3,501,429 shares of GameStop Class A Company Common Stock were held by GameStop in its treasury; (ii) 29,901,662 shares of GameStop Class B the Company as authorized but unissued Company Common Stock were issued and outstanding; Stock, (iii) no 326,730 shares of GameStop Class B Company Common Stock were held by GameStop in its treasury; (iv) 500,000 shares of GameStop Series A Preferred Stock were reserved for issuance in connection with the right to purchase GameStop Series A Preferred Stock pursuant to the terms Company Option Plan (including 33,000 shares of Company Common Stock reserved for issuance pursuant to outstanding Company Stock Options and 14,750 shares of Company Common Stock reserved for issuance pursuant to outstanding Long-Term Incentive Award Agreements), (iv) 22,112 shares of Company Common Stock were reserved for issuance pursuant to the GameStop Rights Agreement; and Director Stock Plan (including 10,702.8352 shares of Common Stock reserved for issuance pursuant to outstanding Company Stock Units), (v) approximately 13,124,915 170,113 shares of GameStop Class A Company Common Stock were subject reserved for issuance pursuant to issued and outstanding options to purchase GameStop Class A the Company Employee Savings Plan, (vi) 113,834 shares of Company Common Stock granted under were reserved for issuance pursuant to the GameStop Stock Option Plan. All outstanding Company DRIP, (vii) 2,027,054 shares of capital stock Company Common Stock were reserved for issuance for other matters (including 2,012,300 shares reserved for issuance pursuant to a previously anticipated offering that the Company has since abandoned) and (viii) no shares of GameStop areCompany Cumulative Preferred Stock or Company Preferred Stock were outstanding. As of the close of business on the date of this Agreement, except as set forth above, no shares of Company Common Stock or shares of Company Cumulative Preferred Stock or Company Preferred Stock are issued, reserved for issuance or outstanding, and all shares that there are no phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Capital Stock of the Company (“Company Stock Equivalents”). There are no outstanding stock appreciation rights with respect to the Capital Stock of the Company. Each outstanding share of Company Common Stock is, and each share of Company Common Stock which may be issued pursuant to the Company Stock Plans and any awards thereunder will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Company’s shareholders may vote (“Company Voting Debt”). (b) As of the date of this Agreement, other than as contemplated by Section 3.3(a), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional Capital Stock, Company Stock Options, Company Voting Debt or other securities or Company Stock Equivalents of Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Capital Stock of the Company. There are no outstanding agreements to which the Company, or to its Knowledge any of its officers or directors, is a party concerning the voting of any Capital Stock of the Company.