STOCK TRANSFER RESTRICTION AND REGISTRATION AGREEMENT March 15, 2011Stock Transfer Restriction and Registration Agreement • March 15th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware
THIS STOCK TRANSFER RESTRICTION AND REGISTRATION AGREEMENT (this “Agreement”), dated as of March 15, 2011, is by and among (1) GSI Commerce, Inc., a Delaware corporation (“Buyer”), (2) the Insight Stockholders (as hereinafter defined) and (3) the Individual Stockholders (as hereinafter defined) (together with the Insight Stockholders, the “Stockholders”). Reference is made to that certain Merger Agreement, dated as of February 9, 2011 (the “Merger Agreement”), by and among Buyer, Gator Acquisition Corp. and Gator Acquisition LLC, each a wholly-owned subsidiary of Buyer, Fanatics, Inc., a Delaware corporation (the “Company”), the stockholders listed on Annex I thereto, those persons listed on Annex II thereto, and Insight Ventures Partner, LLC, solely in its capacity as the Stockholders’ Representative. All capitalized terms used but not defined in this Agreement will have the respective meanings ascribed thereto in the Merger Agreement.
