EXHIBIT 1.1 4,000,000 SHARES ELECTRONICS BOUTIQUE HOLDINGS CORP. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTElectronics Boutique Holdings Corp • August 3rd, 2001 • Retail-computer & computer software stores • Nevada
1. Definitions 1 2. Condition 3 3. Appointment 4 4. Term 4 5. Fees and Expenses 4 6. Initial Term 6 7. Calculation of Turnover and Profit 6 8. Profit and Adjustments 9 9. Managing Director 10 10. Licence Agreement 10 11. Indemnity to be given by EBI...Services Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • London
BACKGROUND:Indemnification Agreement • October 10th, 2002 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Assumed Liabilities 2.3 Assignment and Assumption Agreement 2.1(c)(ii) Bill of Sale 2.1(c)(i) Books and Records 3.2(a)(viii) Business Preamble Buyer Preamble Buyer Related Instruments 6.2(a) Cash 2.1(b) Claims 5.4 Closing 3.1 Closing Date 3.1 Code 2.4...Asset Purchase Agreement • October 10th, 2002 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • New York
BACKGROUNDLoan and Security Agreement • July 28th, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Exhibit 2.2 SHAREHOLDER AGREEMENT SHAREHOLDER AGREEMENT (this "AGREEMENT"), dated as of March 31, 2000, by and between Electronics Boutique Holdings Corp., a Delaware corporation ("PARENT"), and David R. Pomije (the "SHAREHOLDER"). W I T N E S S E T...Shareholder Agreement • April 6th, 2000 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
by and amongAgreement and Plan of Merger • April 6th, 2000 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
Exhibit 10.15 Type: EX - 10.15 Employment Agreement by and between Electronics Boutique Holdings Corp. and Steven R. Morgan EMPLOYMENT AGREEMENT AGREEMENT dated as of the 5th day of December, 2000 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a...Employment Agreement • April 30th, 2001 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
BETWEENAgreement of Lease • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
Exhibit 10.17 AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTERESTS This Agreement and Consent to Assignment and Assumption of Partnership Interests (this "Agreement") is entered into as of the 13th day of July, 1998 by and among...Electronics Boutique Holdings Corp • July 22nd, 1998 • Retail-computer & computer software stores • Pennsylvania
EX - 10.1 Employment Agreement by and between Electronics Boutique Holdings Corp. and James A. Smith EMPLOYMENT AGREEMENT AGREEMENT dated as of the 21st day of August, 2000 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the...Employment Agreement • December 12th, 2000 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
BACKGROUNDLoan and Security Agreement • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
This Second Amendment to Loan and Security Agreement ("Amendment") is made as of the ____ day of July, 1998 by and among Fleet Capital Corporation ("Lender"), a Rhode Island corporation with an office at 200 Glastonbury Road, Glastonbury, CT 06033 and...Loan and Security Agreement • July 28th, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
Exhibit 10.5 THE ELECTRONICS BOUTIQUE, INC. LOAN AND SECURITY AGREEMENT Dated: March 16, 1998 FLEET CAPITAL CORPORATION __________________________________________________Loan and Security Agreement • March 24th, 1998 • Electronics Boutique Holdings Corp • Pennsylvania
Common StockUnderwriting Agreement • November 19th, 1999 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • New York
EX. 10.2 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this "AGREEMENT") is entered into as of _____________ __, 2002, by and between Electronics Boutique of America Inc., a Pennsylvania corporation ("SELLER") and Sports Collectibles Acquisition...Transition Agreement • October 10th, 2002 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
FORM OF INDEMNIFICATION AGREEMENT AGREEMENT dated as of this ____ day of ________________, 1998, between Electronics Boutique Holdings Corp., a Delaware corporation (the "Company") and ______________________ (the "Indemnitee"). WHEREAS, the Company...Form of Indemnification Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2003 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
AGREEMENT dated as of the 7th day of November, 2002 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the "Company"), and Jeffrey W. Griffiths (the "Executive").
FORM OF EMPLOYMENT AGREEMENT AGREEMENT dated as of the ____day of _____________, 1998 between ELECTRONICS BOUTIQUE HOLDINGS CORP., a Delaware corporation (the "Company"), and JOHN R. PANICHELLO (the "Executive"). WHEREAS, the Executive has been...Form of Employment Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
AGREEMENT AND PLAN OF MERGER BY AND AMONG GAMESTOP CORP. GAMESTOP, INC. GSC HOLDINGS CORP., COWBOY SUBSIDIARY LLC, EAGLE SUBSIDIARY LLC AND ELECTRONICS BOUTIQUE HOLDINGS CORP. DATED AS OF APRIL 17, 2005Agreement and Plan of Merger • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 17, 2005, by and among GameStop Corp., a Delaware corporation (“GameStop”), GameStop, Inc., a Minnesota corporation (“GameStop, Inc.”) , GSC Holdings Corp., a Delaware corporation and wholly-owned subsidiary of GameStop, Inc. (“Holdco”), Cowboy Subsidiary LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (“GameStop Merger Sub”), Eagle Subsidiary LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (“Company Merger Sub” and, together with GameStop Merger Sub, the “Merger Subs”), and Electronics Boutique Holdings Corp., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June __, 1998 by and between ELECTRONICS BOUTIQUE HOLDINGS CORP., a corporation organized under the laws of the State of Delaware, with headquarters...Form of Registration Rights Agreement • July 6th, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of , 2005, by and among GSC Holdings Corp., a Delaware corporation (the “Company”), and EB Nevada Inc., a corporation and James J. Kim (the “Stockholders”), and each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 11 hereof. Capitalized terms used herein without definition shall the respective meanings ascribed thereto in the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005Voting Agreement • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
The undersigned (the "Stockholders," and each a "Stockholder") understand that Electronics Boutique Holdings Corp., a Delaware corporation ("Company"), and GameStop Corp., a Delaware corporation ("GameStop"), GameStop, Inc., a Delaware corporation, GSC Holding Corp. ("Holdco"), a Delaware corporation, Cowboy. Subsidiary LLC, a Delaware limited liability company, and Eagle Subsidiary LLC, a Delaware limited liability company, propose to enter into an Agreement and Plan of Merger, dated as of April 17, 2005 (the "Merger Agreement"), providing for, among other things, the Mergers, in which, among other things, (i) each issued and outstanding share of Class A common stock, par value $0.001 per share, of GameStop ("GameStop Class A Common Stock") will be converted into the right to receive one share of Class A Common Stock, par value $0.001 per share, of Holdco (the "Holdco Class A Common Stock") and (ii) each issued and outstanding share of Class B Common Stock, par value $0.001 per share,
ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT THIS ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT (this "ASSIGNMENT") is made effective the 31st day of May, 1998, by and between THE ELECTRONICS BOUTIQUE, INC., a Pennsylvania corporation having...Assignment, Bill of Sale and Assumption Agreement • June 23rd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2003 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 5th day of September, 2003, by and among FLEET CAPITAL CORPORATION, as lender (together with its successors and assigns, the “Lender”), ELECTRONICS BOUTIQUE OF AMERICA INC., as borrower (the “Borrower”), and Electronics Boutique Holdings Corp. (“EB Holdings”) and EB Investment Corp. (together with EB Holdings, the “Guarantors” and each individually as a “Guarantor”; the Guarantors and the Borrower being sometimes referred to herein collectively as the “Credit Parties” and each individually as a “Credit Party”).
Exhibit 10.16 AGREEMENT AND BILL OF SALE THIS AGREEMENT AND BILL OF SALE (this "Agreement") is entered into as of the 13th day of July, 1998 by and between EB NEVADA INC., a Nevada corporation having its principal office at 2255-A Renaissance Drive,...Agreement and Bill of Sale • July 22nd, 1998 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Pennsylvania
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 16th day of March, 2005, by and among FLEET RETAIL GROUP, INC. (successor-by-assignment to Fleet Capital Corporation), as lender (together with its successors and assigns, the “Lender”), ELECTRONICS BOUTIQUE OF AMERICA INC., as borrower (the “Borrower”), and ELECTRONICS BOUTIQUE HOLDINGS CORP. (“EB Holdings”) and EB INVESTMENT CORP. (together with EB Holdings, the “Guarantors” and each individually as a “Guarantor”; the Guarantors and the Borrower being sometimes referred to herein collectively as the “Credit Parties” and each individually as a “Credit Party”).
AGREEMENT is made the 30th day of January 2004Agreement • February 2nd, 2004 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • England
VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005Voting Agreement and Irrevocable • April 18th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores
The undersigned (the “Stockholders,” and each a “Stockholder”) understand that Electronics Boutique Holdings Corp., a Delaware corporation (“Company”), and GameStop Corp., a Delaware corporation (“GameStop”), GameStop, Inc., a Delaware corporation, GSC Holding Corp. (“Holdco”), a Delaware corporation, Cowboy Subsidiary LLC, a Delaware limited liability company, and Eagle Subsidiary LLC, a Delaware limited liability company, propose to enter into an Agreement and Plan of Merger, dated as of April 17, 2005 (the “Merger Agreement”), providing for, among other things, the Mergers, in which, among other things, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) will be converted into the right to receive cash and a certain number of shares of Class A Common Stock, par value $0.001 per share, of Holdco (the “Holdco Common Stock”). Capitalized terms used without definition in this Voting Agreement (the “Agreement”) shall have
