0000950123-11-029780 Sample Contracts

FORM OF VOTING AND SUPPORT AGREEMENT
Form of Voting and Support Agreement • March 28th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • 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 _________________ (“Stockholder”).

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FORM OF TRANSACTION INCENTIVE AGREEMENT
Form of Transaction Incentive Agreement • March 28th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • 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”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 28th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

This Amendment to Rights Agreement, dated as of March 27, 2011 (this “Amendment”), between GSI Commerce, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

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