0001193125-04-136945 Sample Contracts

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT BORROWER IN FAVOR OF CIBC INC., LENDER DATED: AS OF JUNE 9, 2004 Property Address
And Security Agreement • August 10th, 2004 • Gsi Commerce Inc • Retail-catalog & mail-order houses

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Mortgage”) is made as of the 9th day of June, 2004, by 935 HQ ASSOCIATES, LLC, a Delaware limited liability company, as mortgagor (“Borrower”), whose address is 1075 First Avenue, King of Prussia, Pennsylvania 19406, in favor of CIBC INC., a Delaware corporation, as mortgagee (“Lender”), whose address is Attn: Real Estate Finance Group, 622 Third Avenue, 8th Floor, New York, New York 10017.

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FIRST AMENDMENT TO CONTRACT OF SALE
Contract of Sale • August 10th, 2004 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Pennsylvania

This First Amendment to Contract of Sale (“First Amendment”) is entered into this 30th day of April, 2004 by and between 935 KOP Associates, LLC (“Purchaser’) and Brandywine Operating Partnership, L.P. (“Seller”).

SECOND AMENDMENT TO CONTRACT OF SALE
Contract of Sale • August 10th, 2004 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Pennsylvania

This Second Amendment to Contract of Sale (“Second Amendment”) is entered into this 24th day of May, 2004 (the “Effective Date”) by and between 935 KOP Associates, LLC (“Purchaser”) and Brandywine Operating Partnership, L.P. (“Seller”).

OPTION AGREEMENT
Option Agreement • August 10th, 2004 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Pennsylvania

THIS OPTION AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of June, 2004, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Optionor”), and 935 KOP Associates, LLC., a Pennsylvania limited liability company (“Optionee”).

GSI COMMERCE SOLUTIONS, INC.
Commerce Agreement • August 10th, 2004 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York

This Amended and Restated E-Commerce Agreement, dated as of May 10, 2004 (the “Agreement”), is made and entered into by and between GSI Commerce Solutions, Inc., a Pennsylvania corporation (“GSI”), and palmOne, Inc. (formerly Palm, Inc.), a Delaware corporation (the “Company”).

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