3,103,500 Shares GSI COMMERCE, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE [FORM OF] UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2005 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
GSI Commerce, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of 3,103,500 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”), of which 1,500,000 shares are to be issued and sold by the Company and 1,603,500 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
GSI COMMERCE, INC. [ ]% CONVERTIBLE NOTES DUE 2025 [FORM OF] UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2005 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
GSI Commerce, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) $50,000,000 principal amount of its [ ]% Convertible Notes due 2025 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of [ ], 2005 (the “Indenture”) between the Company and [ ], as Trustee (the “Trustee”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $7,500,000 principal amount of its [ ]% Convertible Notes due 2025 (the “Additional Securities”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such [ ]% Convertible Notes due 2025 granted to the Underwriters in Section 2 hereof. The Firm Securities and Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be convertible into shares of com
