Hestia Capital Partners LP 

175 Brickyard Road, Suite 200

Adams Township, Pennsylvania 16046

March ____, 2020

[Nominee]

[Address]

Re: GameStop Corp.

Dear [Nominee]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of GameStop Corp. (the “Company”) in connection with the proxy solicitation that Hestia Capital Partners LP (“Hestia LP” and, together with its affiliates, “Hestia”) and Permit Capital Enterprise Fund, L.P. (together with its affiliates, “Permit”) are considering undertaking to nominate and elect Hestia LP’s director candidates at the Company’s 2020 annual meeting of stockholders of the Company, including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (this “Agreement”) will set forth the terms of our agreement.

Hestia and Permit agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Hestia and Permit prompt written notice of such claim or Loss (provided that failure to promptly notify Hestia and Permit shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, Hestia and Permit will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. Hestia and Permit may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of Hestia and Permit, any confidential, proprietary or non-public information (collectively, “Information”) of Hestia and Permit, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Hestia and Permit, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Hestia and Permit so that Hestia and Permit or any member thereof may seek a protective order or other appropriate remedy or, in Hestia and Permit’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or Hestia and Permit do not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of Hestia and Permit and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Hestia and Permit and, upon the request of a representative of Hestia or a representative of Permit, all such information shall be returned or, at Hestia and Permit’s option, destroyed by you, with such destruction confirmed by you to Hestia and Permit in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

Hestia Capital Partners LP
By: Hestia Capital Management, LLC, its general partner
By:	/s/ Kurtis J. Wolf
	Name:	Kurtis J. Wolf
	Title:	Managing Director

Permit Capital Enterprise Fund, L.P.
By:	/s/ John Broderick
	Name:	John Broderick
	Title:	Partner

ACCEPTED AND AGREED:

________________________

[nominee]