Draft: 24.05.2014

GAME RETAIL LIMITED LOYALTY SHARE PLAN TERMS & CONDITIONS

1 Definitions and interpretation

1.1 In these terms and conditions, the following words and expressions have the following meanings:

Admission: the admission of the Underlying Shares to (i) the premium listing segment of the Official List maintained by the FCA and (ii) trading on the London Stock Exchange's Main Market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards;

Admission and Disclosure Standards: the requirements contained in the publication "Admission and Disclosure Standards" issued by the London Stock Exchange (as amended from time to time) containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's Main Market for listed securities;

Automatic Redemption Date: the first date on which the market value of an Underlying Share is equal to or greater than twice the IPO Price;

Company: Game Retail Limited, a company registered in England and Wales with company number 07837246, whose registered office is at Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ;

Eligible Customer: has the meaning given to it in paragraph 4.1;

First Redemption Date: such date in October 2014 as the Company shall notify to Participating Customers pursuant to paragraph 8.1;

FCA: the Financial Conduct Authority;

GAME Digital: GAME Digital plc, a company registered in England and Wales with company number 09040213, whose registered office is at Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ;

GAME Reward Account: an account opened by a customer of the Company to collect and store GAME Reward Points pursuant to the terms of and conditions to the GAME Reward Scheme;

GAME Reward Points: reward points earned under the GAME Reward Scheme, the terms of and conditions to which are available at www.game.co.uk, and stored in a GAME Reward Account;

GAME Reward Scheme: the loyalty and reward plan operated by the Company, which allows its customers to earn and spend GAME Reward Points on purchases of certain of the Company's products, the terms of and conditions to which are available at www.game.co.uk;

IPO Longstop Date: 30 June 2014 or such later date as the Company may determine at its absolute discretion;

IPO Price: the price at which an Underlying Share is issued or sold to investors at Admission, as specified in the Prospectus;

Listing Rules: the listing rules made by the FCA under Part VI of the Financial Services and Markets Act 2000, as amended, relating to the admission of securities to the Official List of the FCA;

London Stock Exchange: London Stock Exchange plc;

Longstop Redemption Date: the third anniversary of the date of Admission;

Loyalty Shares: the virtual loyalty shares awarded to Participating Customers pursuant to the Plan (including, for the avoidance of doubt, fractions of such virtual loyalty shares);

Participating Customer:has the meaning given to it in paragraph 5.2;

Parties: the Company and each Participating Customer;

Plan: the virtual loyalty share plan established by the Company for the benefit of Eligible Customers, the terms of and conditions to which are set out in this document;

Plan Account: the account maintained by the Company on behalf of each Eligible Customer to record Provisional Awards and, in the case of Participating Customers, the number of outstanding Loyalty Shares to which that Participating Customer is entitled from time to time (after taking account of any redemptions of Loyalty Shares);

Prospectus: the final prospectus to be published by GAME Digital in connection with Admission, as approved by the FCA (acting as the UK Listing Authority);

Provisional Award: has the meaning given to it in paragraph 5.3;

Redemption Date: such date in each of October 2014 (being the First Redemption Date), March 2015, October 2015, March 2016, October 2016 and March 2017 as the Company shall notify to Participating Customers pursuant to paragraph 8.1;

Subsequent Redemption Date: any Redemption Date other than the First Redemption Date;

Underlying Shares: the ordinary shares in the capital of GAME Digital; and

Valuation Date: subject to paragraph 7.2, the date falling seven calendar days after each Redemption Date, the Longstop Redemption Date and any Automatic Redemption Date, as applicable, or, if there is no trading in the Underlying Shares on the London Stock Exchange on such date, the next following date on which there is trading in the Underlying Shares on the London Stock Exchange.

2 Status

2.1 These terms and conditions govern the relationship between each Eligible Customer and the Company as regards the Plan. By accepting receipt of Loyalty Shares, all Participating Customers confirm that they accept these terms and conditions and that they agree to be bound by them.

2.2 The date of these terms and conditions is 27 May 2014.

3 Commencement and termination

3.1 Commencement of the Plan is conditional upon Admission occurring on or before the IPO Longstop Date. If Admission does not occur on or before the Longstop Date, the Plan will automatically terminate and Participating Customers will no longer have any right to receive Loyalty Shares pursuant to the Plan.

3.2 The Company may, at its absolute discretion (but acting in good faith) and by notice to the Participating Customers, terminate the Plan at any time after its commencement. If the Company terminates the Plan, the right of Participating Customers to redeem outstanding Loyalty Shares for GAME Reward Points will cease without compensation and neither GAME Digital nor the Company will have any further obligation to Eligible Customers.

4 Eligibility

4.1 Selection of those customers who are eligible to participate in the Plan will be at the absolute discretion of the Company and may include selection through a prize draw or any other selection mechanism. The Company will notify those customers (the "Eligible Customers") who are eligible to receive Loyalty Shares on or about 6 June 2014.

4.2 Any person who has not been informed by the Company that they are an Eligible Customer will not receive any Loyalty Shares and these terms and conditions will not apply to such person.

4.3 Neither children under the age of 18 nor the Company's employees will be Eligible Customers.

5 Award of Loyalty Shares

5.1 Eligible Customers will be able to opt out of the Plan at any time until 5.00 p.m. on 20 June 2014. Eligible Customers who wish to opt out of the Plan must do so in accordance with the instructions provided to them by the Company when they are notified that they are Eligible Customers.

5.2 Those Eligible Customers that do not opt out of the Plan (the "Participating Customers") will have a number of Loyalty Shares, calculated in accordance with this paragraph 5, credited to their Plan Account on or about 23 June 2014.

5.3 On 6 June 2014, each Eligible Customer will provisionally be allocated such number of Loyalty Shares as is equal in value to £100 (the "Provisional Award"). The value of each Loyalty Share on 6 June 2014 will be equal to the IPO Price.

5.4 The aggregate of all Provisional Awards made to those Eligible Customers who opt out of the Plan in accordance with paragraph 5.1 (if any) will be allocated to Participating Customers pro rata to their Provisional Awards. In such circumstances, the number of Loyalty Shares to be credited to the Plan Accounts of the Participating Customers will be increased accordingly.

5.5 If GAME Digital pays any dividends to its shareholders, or returns value to its shareholders by any other means, the Company may, at its absolute discretion, make such adjustments as it deems appropriate to the value of each Loyalty Share or to the number of Loyalty Shares credited to the Plan Account of each Participating Customer to reflect the payment of such dividend or such other return of value.

5.6 The Company may at any time issue certificates (i) to Eligible Customers to illustrate Provisional Awards and (ii) to Participating Customers to illustrate the number of Loyalty Shares credited to their Plan Account. Any such certificates will not constitute share certificates for the purposes of the Companies Act 2006 or any other legislation. Nor shall such certificates evidence any entitlement to a Provisional Award or to Loyalty Shares, which entitlement(s) shall be determined conclusively by the entries shown in each Participating Customer's Plan Account.

6 Redemption of Loyalty Shares

Voluntary redemption of Loyalty Shares

6.1 Participating Customers may only redeem their Loyalty Shares on a Redemption Date. Redemptions of Loyalty Shares at any other time are not permitted.

6.2 On the First Redemption Date, each Participating Customer may redeem either 100 per cent., 50 per cent. (rounded up to the nearest whole Loyalty Share) or none of their Loyalty Shares. No Participating Customer may redeem any other proportion of their Loyalty Shares on the First Redemption Date.

6.3 On each Subsequent Redemption Date, each Participating Customer may redeem:

6.3.1 if that Participating Customer has redeemed Loyalty Shares on any previous Redemption Date, either 100 per cent. or none of their outstanding Loyalty Shares; or

6.3.2 if that Participating Customer has not redeemed Loyalty Shares on any previous Redemption Date, either 100 per cent., 50 per cent. (rounded up to the nearest whole Loyalty Share) or none of their outstanding Loyalty Shares. No Participating Customer may redeem any other proportion of their Loyalty Shares on any Subsequent Redemption Date.

6.4 The GAME Reward Account of each Participating Customer who chooses to redeem Loyalty Shares on a Redemption Date will be credited with such number of GAME Reward Points, calculated in accordance with the provisions of paragraph 7, as corresponds to the average value of their Loyalty Shares on the Valuation Date(s) applicable to that Redemption Date (rounded up to the nearest whole GAME Reward Point).

Automatic redemption of Loyalty Shares

6.5 Any Loyalty Shares which have not been redeemed by the first to occur of the Longstop Redemption Date and the Automatic Redemption Date will automatically be redeemed on such date and each Participating Customer's GAME Reward Account will be credited with such number of GAME Reward Points, calculated in accordance with the provisions of paragraph 7, as corresponds to the average value of their Loyalty Shares on the Valuation Date(s) applicable to that date (rounded up to the nearest whole GAME Reward Point).

6.6 For the purposes of determining whether the Automatic Redemption Date has occurred, no account shall be taken of any adjustments to the value of the Loyalty Shares made by the Company pursuant to paragraph 5.5.

Compulsory redemption of Loyalty Shares

6.7 Notwithstanding any other provision of these terms and conditions, the Company may, at any time and at its absolute discretion (but acting in good faith), compulsorily redeem all or any proportion of the Loyalty Shares which have not been previously redeemed. In such circumstances, each Participating Customer's GAME Reward Account will be credited with such number of GAME Reward Points, calculated in accordance with the provisions of paragraph 7, as corresponds to the average value of their Loyalty Shares on the Valuation Date(s) applicable to that date (rounded up to the nearest whole GAME Reward Point).

7 Redemption values

7.1 The indicative value of each Loyalty Share will, subject to any adjustments to their value made by the Company pursuant to paragraph 5.5, increase or decrease in line with the mid-market closing price of the Underlying Shares, as shown on the Daily Official List of the London Stock Exchange (or, if no price of the Underlying Shares is so shown, as shown in any other manner as the Company may determine at its absolute discretion).

7.2 If the Company, at its absolute discretion (but acting in good faith), determines that the number of Underlying Shares referable to the Loyalty Shares redeemed on a Redemption Date, the Longstop Redemption Date or any Automatic Redemption Date is a significant proportion of the Underlying Shares that are traded on a normal trading day on the London Stock Exchange, the Company may determine that any trading days immediately following the Valuation Date in respect of such Redemption Date, Longstop Redemption Date or Automatic Redemption Date shall also be Valuation Dates in respect of such Redemption Date, Longstop Redemption Date or Automatic Redemption Date.

7.3 The actual redemption value of the relevant Loyalty Shares on a Valuation Date will be determined by the Company, at its absolute discretion (but acting in good faith), based on the price at which an equivalent number of Underlying Shares are able to be sold on that Valuation Date. The actual redemption value may be more, less or the same as the mid-market closing price of the Underlying Shares on that Valuation Date.

7.4 Loyalty Shares will be redeemed for GAME Reward Points at the rate of £0.0025 per one GAME Reward Point (rounded up to the nearest whole GAME Reward Point). By way of illustration, if a Participating Customer's Loyalty Shares are in aggregate worth £100, those Loyalty Shares could be redeemed for 40,000 GAME Reward Points.

7.5 The Company reserves the right to vary the rate at which Loyalty Shares will be redeemed for GAME Reward Points.

8 Method of redemption

8.1 Unless and until all Loyalty Shares awarded to a Participating Customer have been redeemed, the Company will confirm the date of each Redemption Date to each such Participating Customer at least two weeks in advance of each Redemption Date.

8.2 Any confirmation which the Company provides pursuant to paragraph 8.1 will also (i) offer such Participating Customer the option to redeem their Loyalty Shares in accordance with paragraph 6, (ii) set out the way in which such Participating Customer can redeem their Loyalty Shares and (iii) indicate the value of their Loyalty Shares as at the date of the confirmation as well as the number of GAME Reward Points they would receive if they redeemed all of their outstanding Loyalty Shares on the date of that confirmation.

8.3 GAME Reward Points will usually be credited to a Participating Customer's GAME Reward Account within 24 hours following the Valuation Date (or, if more than one, the last in time of the Valuation Dates) applicable to any redemption of Loyalty Shares. The number of Loyalty Shares recorded in a Participating Customer's Plan Account will be reduced at or about the same time to reflect the redemption of Loyalty Shares.

9 Suspension of right to redeem Loyalty Shares

9.1 The Company may, at any time and at its absolute discretion (but acting in good faith), suspend the right of Participating Customers to redeem their Loyalty Shares for such period of time as it sees fit (including indefinitely).

10 General

10.1 The Plan is operated and promoted by the Company.

10.2 The Company will communicate with Eligible Customers only by email.

10.3 Participating Customers will not be charged any administration or other costs, fees or expenses in respect of their participation in the Plan.

10.4 The Loyalty Shares are not securities in the capital of GAME Digital, the Company or any other body corporate.

10.5 Participating Customers may not sell, transfer or otherwise dispose of their Loyalty Shares under any circumstances.

10.6 GAME Reward Points credited to a Participating Customer's GAME Reward Account following a redemption of Loyalty Shares are at all times subject to the terms of and conditions to the GAME Reward Scheme (as amended from time to time). In particular, but without limitation, the terms of and conditions to the GAME Reward Scheme will determine the types of products which can be purchased using GAME Reward Points and when any GAME Reward Points expire.

10.7 The Company's privacy policy contains details of how the Company collects and uses Participating Customers' information and with whom that information may be shared. The privacy policy is available on request in the Company's stores and on its website.

10.8 It is each Participating Customer's responsibility to notify the Company of any change to or error in their contact details. Details can be updated either in the Company's stores or on its website.

10.9 The Company reserves the right to amend these terms and conditions (including all times and dates) at any time without notice. The Company will, where reasonably possible, give Participating Customers 14 days' notice of any amendment to these terms and conditions by posting notices in its stores and on its website at www.game.co.uk/virtualloyaltyshares.

10.10 All references to time in these terms and conditions are to London time.

10.11 No person other than a Participating Customer or the Company has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent legislation in any jurisdiction, or otherwise, to enforce any provision of these terms and conditions.

10.12 These terms and conditions are governed by, and shall be construed in accordance with, the laws of England. Non-contractual obligations (if any) arising out of or in connection with these terms and conditions (including its formation) shall also be governed by the laws of England.

10.13 The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with these terms and conditions.