GSI Commerce, Inc. Purchase AgreementPurchase Agreement • July 5th, 2007 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
GSI Commerce Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $125,000,000 principal amount of the 2.50% Convertible Senior Notes due 2027 (the “Firm Notes”). To the extent there are no additional Purchasers listed on Schedule I other than Goldman, Sachs & Co., the term Purchasers as used herein shall mean the singular as the context requires. The Company also proposes to issue and sell to the Purchasers not more than an additional $25,000,000 principal amount of its 2.50% Convertible Senior Notes due 2027 (the “Additional Notes”) if and to the extent that the Purchasers shall have determined to exercise the right to purchase such 2.50% Convertible Senior Notes due 2027 granted to the Purchasers in Section 2 hereof. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Securities”. The Securities w
GSI Commerce, Inc. Registration Rights AgreementRegistration Rights Agreement • July 5th, 2007 • 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 Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.50% Convertible Senior Notes due 2027 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
