**Exhibit 4.9**

 

**FOURTH AMENDMENT TO**

**SECONDAMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT**

 

ThisFOURTH 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 soamended, 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.

 

**RECITALS**

 

**WHEREAS**, the Company and the Stockholders entered into theRegistration Rights Agreement in connection with various investments by each of the Stockholders in the Company in order to provide for certain rights with respect to the registration of the shares of the Company’s Common Stock held by theStockholders; 

 

**WHEREAS**, the Company and Rustic CanyonVentures, LP (f/k/a TMCT Ventures, L.P.) (“RCV”), one of the Stockholders, entered into an Amendment, dated as of June 26, 2004 (the “Purchase Agreement Amendment”), to the Stock and Warrant Purchase Agreement, dated as of April27, 2000 (the “Purchase Agreement”), by and among the Company and RCV, pursuant to which RCV agreed to give up certain of the rights provided to it by the Purchase Agreement in exchange for a warrant to purchase 12,500 shares of theCompany’s Common Stock; 

 

**WHEREAS**, pursuant toSection 9(j) of the Registration Rights Agreement, the Registration Rights Agreement may be amended only by a written instrument duly executed by the Company and the Holders of more than 50 percent of the Registrable Securities at the timeoutstanding; 

 

**WHEREAS**, the Company believes that it isin the best interests of the Company and its stockholders that the Company be able to consummate the transactions contemplated by the Purchase Agreement Amendment; and 

 

**WHEREAS**, the other parties to this Amendment, constituting the Holders of more than 50 percent of the RegistrableSecurities currently outstanding, believe that it is in the best interests of the Company, and therefore in their own best interests as stockholders of the Company, that the Company be able to consummate the transactions contemplated by the PurchaseAgreement Amendment. 

**NOW, THEREFORE**, in consideration of the foregoing and intending to be legally bound hereby, theparties hereto agree and consent that the Registration Rights Agreement shall be amended as follows: 

 

1. Clause (ii) in the first part of the definition of the term “Registrable Securities” in Section 1(h) of the Registration RightsAgreement shall be deleted in its entirety and replaced with the following clause: “(ii) the Common Stock issuable upon exercise of the Warrant issued pursuant to the Amendment, dated as of June 26, 2004, to the Stock and Warrant PurchaseAgreement, dated as of April 27, 2000, by and among the Company and Rustic Canyon Ventures, L.P.” The Registration Rights Agreement, as amended hereby, is in all respects ratified and confirmed and shall be and remain in full force and effect.

 

2. This Amendment shall be governed by and construed inaccordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof. 

 

3. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute oneinstrument. 

**IN WITNESS WHEREOF**, the parties hereto have executed this Amendment as of the date set forth inthe first paragraph hereof. 

 

GSI COMMERCE, INC. (f/k/a GLOBAL SPORTS,

By:
 
/s/ Michael G. Rubin

Name:
 
Michael G. Rubin

Title:
 
Co-President and Chief Executive Officer

RUSTIC CANYON VENTURES, LP (f/k/a TMCT

VENTURES, L.P.)
By: Rustic Canyon Partners, LLC  
Its General Partner
  By: 
/s/ Mark Menell
  Name: 
Mark Menell
  Title: 
Member

INTERACTIVE TECHNOLOGY HOLDINGS, LLCBy: QK Holdings, Inc.  Its Managing Member  By: 
/s/ David Apostolico
  Name: 
David Apostolico
  Title: 
President

SOFTBANK CAPITAL PARTNERS LP

By:
 
Softbank Capital Partners LLC
  
Its General Partner
  
By:
 
/s/ Steven J. Murray
  
Name:
 
Steven J. Murray
  
Title:
 
Admin. Member

SOFTBANK CAPITAL ADVISORS FUND LP

By:
 
Softbank Capital Partners LLC
  
Its General Partner
  
By:
 
/s/ Steven J. Murray
  
Name:
 
Steven J. Murray
  
Title:
 
Admin. Member

SOFTBANK CAPITAL LP

By:
 
Softbank Capital Partners LLC
  
Its General Partner
  
By:
 
/s/ Steven J. Murray
  
Name:
 
Steven J. Murray
  
Title:
 
Admin. Member