0000950123-11-029782 Sample Contracts

FORM OF VOTING AND SUPPORT AGREEMENT

Voting and Support Agreement • March 28th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

• Contract Type
  Voting and Support Agreement
• Filed
  March 28th, 2011
• Company
  Gsi Commerce Inc
• Industry
  Retail-catalog & mail-order houses
• Jurisdiction
  Delaware

This Voting and Support Agreement (“Agreement”) is entered into as of March 27, 2011, by and between eBay Inc., a Delaware corporation (“Parent”), and Michael G. Rubin (“Stockholder”).

FORM OF TRANSACTION INCENTIVE AGREEMENT

Transaction Incentive Agreement • March 28th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

• Contract Type
  Transaction Incentive Agreement
• Filed
  March 28th, 2011
• Company
  Gsi Commerce Inc
• Industry
  Retail-catalog & mail-order houses
• Jurisdiction
  Delaware

THIS TRANSACTION INCENTIVE AGREEMENT (this “Agreement”) is entered into as of this _____ day of , 2011 (“Effective Date”), by and between GSI Commerce, Inc. (the “Company”), and (the “Executive”).

AGREEMENT AND PLAN OF MERGER among: EBAY INC., a Delaware corporation; GIBRALTAR ACQUISITION CORP., a Delaware corporation; and GSI COMMERCE, INC., a Delaware corporation Dated as of March 27, 2011

Merger Agreement • March 28th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 28th, 2011
• Company
  Gsi Commerce Inc
• Industry
  Retail-catalog & mail-order houses
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 27, 2011, by and among: EBAY INC., a Delaware corporation (“Parent”); GIBRALTAR ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and GSI COMMERCE, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.