0000950123-09-063729 Sample Contracts

GSI COMMERCE, INC. and THE BANK OF NEW YORK MELLON, as Trustee SENIOR INDENTURE Dated as of November 11, 2009 Providing for the Issuance of Senior Debt Securities in Series
Senior Indenture • November 18th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York

SENIOR INDENTURE, dated as of November 11, 2009, between GSI Commerce, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee hereunder (the “Trustee”).

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GSI COMMERCE, INC. and THE BANK OF NEW YORK MELLON, as Trustee SUBORDINATED INDENTURE Dated as of November 11, 2009 Providing for the Issuance of Subordinated Debt Securities in Series
Subordinated Indenture • November 18th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York

SUBORDINATED INDENTURE, dated as of November 11, 2009, between GSI Commerce, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee hereunder (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 18th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York

This Registration Rights Agreement, dated as of November 17, 2009 (this “Agreement”), is entered into by and among GSI Commerce, Inc, a Delaware corporation (the “Parent”), and each of the persons and entities holding Common Stock of Parent and listed on Schedule I hereto (collectively, the “Holders”) and any additional Holder that becomes a party to this Agreement by executing and delivering to Parent a counterpart signature page in the form attached hereto on Schedule II (such person shall be deemed a “Holder” for all purposes of this Agreement upon Parent countersigning such Schedule II).

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