0001193125-03-025384 Sample Contracts

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 29th, 2003 • Gsi Commerce Inc • Rubber & plastics footwear • Delaware

This THIRD AMENDMENT (this “Amendment”) to the Second Amended and Restated Registration Rights Agreement dated as of September 13, 2000 by and among Global Sports, Inc. (n/k/a GSI Commerce, Inc.), a Delaware corporation (the “Company”), and the holders of common stock set forth on the signatures pages thereto (the “Stockholders”), as amended by the First Amendment to Second Amended and Restated Registration Rights Agreement dated as of April 5, 2001 and Second Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 20, 2001 (as so amended, the “Registration Rights Agreement”), is made as of this 25th day of July, 2003. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Registration Rights Agreement.

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STOCK AND WARRANT EXCHANGE AGREEMENT
Stock and Warrant Exchange Agreement • July 29th, 2003 • Gsi Commerce Inc • Rubber & plastics footwear • Delaware

This STOCK AND WARRANT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2003 by and between GSI Commerce, Inc. (f/k/a Global Sports, Inc.), a Delaware corporation (the “Company”), and Interactive Technology Holdings, LLC, a Delaware limited liability company (“ITH”).

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