Third Amendment to Second Amended and Restated Registration Rights Agreement



 Exhibit 4.1 
  

THIRD AMENDMENT TO 
 SECOND AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT 
  
 This
THIRD 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
and Second Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 20, 2001 (as so amended, the “Registration Rights Agreement”), is made as of this 25th day of July, 2003. 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 the
Registration 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 the
Stockholders; 
  
 WHEREAS, the Company and Interactive
Technology Holdings, LLC, a Delaware limited liability company (“ITH”), are entering into that certain Stock and Warrant Exchange Agreement dated of even date herewith (the “Exchange Agreement”), pursuant to which the Company
intends to issue to ITH an additional 1,650,000 shares of its Common Stock in exchange for certain warrants to purchase Common Stock previously issued to ITH; 
  

WHEREAS, as a condition to consummating the transactions contemplated by to the Exchange Agreement, ITH has required that the Registration
Rights Agreement be amended as set forth in this Amendment; 
  
 WHEREAS, pursuant to Section 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 time outstanding; 
  
 WHEREAS, the Company believes that it is in its best interests that it be able to consummate the transactions contemplated by the Exchange Agreement; and 
  
 WHEREAS, the other parties to this Amendment, constituting the Holders of more than 50 percent of the Registrable
Securities 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 Exchange
Agreement. 







 NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the
parties hereto agree and consent that the Registration Rights Agreement shall be amended as follows: 
  
 1. The definition of the term “Purchase Agreements” set forth in the Recitals to the Registration Rights Agreement shall be amended, for
all purposes for which such term is used in the Registration Rights Agreement (including, without limitation, in the definition of the term “Registrable Securities” in Section 1(h) thereof), to include, in addition to the 1999
SOFTBANK Purchase Agreement, the 2000 SOFTBANK Purchase Agreement, the TMCT Purchase Agreement, the ITH Purchase Agreement and the Stock Purchase Agreement dated as of July 20, 2001 by and among the Company, Michael G. Rubin and ITH, that certain
Stock and Warrant Exchange Agreement dated as of July 25, 2003 by and between the Company and ITH. 
  
 2. The Registration Rights Agreement, as amended hereby, is in all respects ratified and confirmed and shall be and remain in full force and effect.

  
 3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof. 
  
 4. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one
instrument. 
  
  

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

	GSI COMMERCE, INC. (f/k/a GLOBAL SPORTS, INC.)
		
	 By:
	 	 /s/    MICHAEL G.
RUBIN        


	 Name:
	 	Michael G. Rubin
	 Title:
	 	 President and
 Chief Executive Officer



  

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	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


  

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	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


  

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	INTERACTIVE TECHNOLOGY HOLDINGS, LLC
		
	By:	 	QK Holdings, Inc.
	 	 	Its Managing Member
		
	 By:
	 	 /s/    DAVID
APOSTOLICO        


	Name:	 	David Apostolico
	Title:	 	President


  

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