0001193125-05-054129 Sample Contracts

AMENDMENT TO STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • March 17th, 2005 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

This AMENDMENT (this “Amendment”) to the Stock and Warrant Purchase Agreement, dated as of April 27, 2000 (the “Purchase Agreement”), by and among Global Sports, Inc. (n/k/a GSI Commerce, Inc.), a Delaware corporation (the “Company”), and TMCT Ventures, L.P. (n/k/a Rustic Canyon Ventures, LP, a Delaware limited partnership (“RCV”), is made as of this 26th day of June, 2004. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement.

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FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2005 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

This FOURTH 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, the Second Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 20, 2001 and the Third Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 25, 2003 (as so amended, the “Registration Rights Agreement”), is made as of this 26th day of June, 2004. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Registration Rights Agreement.

STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • March 17th, 2005 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2000 between Global Sports, Inc., a Delaware corporation (the “Company”), and TMCT Ventures, L.P., a Delaware limited partnership (the “Purchaser”).

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