exv4w19






Exhibit 4.19




FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




     This FIFTH 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, the Third
Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 25, 2003
and the Fourth Amendment to Second Amended and Restated Registration Rights Agreement dated as of
June 26, 2004 (as so amended, the “Registration Rights Agreement”), is made as of this 5th day of
August, 2009. 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, pursuant to a Dissolution Agreement dated January 31, 2005, Interactive Technology
Holdings, LLC (“ITH”), a party to the Registration Rights Agreement, assigned to QK Holdings, Inc.
(“QK”) 8,218,968 Registrable Securities;



     WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of January 31, 2005, ITH
assigned to QK, among other things, certain of its rights under the Registration Rights Agreement;



     WHEREAS, QK desires to join in the Registration Rights Agreement as a “Holder” thereunder;



     WHEREAS, the Stockholders desire to amend and restate Section 2(b) of the Registration Rights
Agreement concerning “Piggy-Back” registrations;



     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 the best interests of the Company and its
stockholders that the Company amend and restate Section 2(b) of the Registration Rights 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 Section
2(b) of the Registration Rights Agreement be amended and restated.



     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. QK hereby joins in the Registration Rights Agreement as a “Holder” thereunder.



     2. Section 2(b) of the Registration Rights Agreement is amended and restated in its entirety
to read hereinafter as follows:



     "(b) “Piggy-Back” Registrations.



     (i) If, at any time, the Company proposes to register any of its Common Stock or Rights or any
other equity securities under the Securities Act on a registration statement on Form S-1, Form S-2
or Form S-3 (or an equivalent general registration form then in effect) for purposes of an offering
or sale by or on behalf of the Company of its Common Stock or Rights or such equity securities for
its own account (a “primary offering”), or upon the request or for the account of any holder of its
Common Stock or Rights or any such equity securities (a “secondary offering”), or for purposes of a
combined primary and secondary offering (a “combined offering”), then each such time the Company
shall, at least 10 business days prior to the time when any such registration statement is filed
with the Commission, give prompt written notice to the Holders of its intention to do so. Such
notice shall specify, at a minimum, the number and class of shares, Rights or equity securities so
proposed to be registered, the proposed date of filing of such registration statement, any proposed
means of distribution of such shares, Rights or securities, any proposed managing underwriter or
underwriters of such shares, Rights or securities and a good faith estimate by the Company of the
proposed maximum offering price thereof, as such price is proposed to appear on the facing page of
such registration statement. Upon the written direction of any Holder or Holders, given within five
business days following the receipt by such Holder of any
such written notice (which direction shall specify the number of Registrable Securities intended to
be disposed of by such Holder and the intended method of distribution thereof), the Company shall
include in such registration statement any or all of the Registrable Securities then held by such
Holder requesting such registration (a “Selling Shareholder”) to the extent necessary to permit the
sale or other disposition of such number of Registrable Securities as such Holder has so directed
the Company to be so registered. Notwithstanding the foregoing, the Holders shall not have any
right under this Section 2(b) if the registration proposed to be effected by the Company relates
solely to shares of Common Stock, Rights or other equity securities which are issuable solely to
officers or employees of the Company or any subsidiary thereof pursuant to a bona fide employee
stock option, bonus or other employee benefit plan or as direct consideration in connection with a
merger, exchange offer or acquisition of a business.



     (ii) In the event that the Company proposes to register shares of Common Stock, Rights or
other equity securities for purposes of a primary offering, and any managing underwriter shall
advise the Company and the Selling Shareholders in writing that, in its opinion, the inclusion in
the registration statement of some or all of the Registrable Securities sought to be registered by
such Selling Shareholders creates a substantial risk that the price per unit the



2









 

\





Company will derive from such registration will be materially and adversely affected or that
the number of shares, Rights or securities sought to be registered (including, in addition to the
securities sought to be registered by the Company, any securities sought to be included in such
registration statement by any other shareholder pursuant to “piggyback” registration rights (a
“Piggyback Shareholder”) and those sought to be registered by the Selling Shareholders) is too
large a number to be reasonably sold, then the Company will include in such registration statement
such number of shares, Rights or securities as the Company, the Piggyback Shareholders and such
Selling Shareholders are so advised can be sold in such offering without such an effect (the
“Primary Maximum Number”), as follows and in the following order of priority: (A) first, such
number of shares, Rights or securities as the Company, in its reasonable judgment and acting in
good faith and in accordance with sound financial practice, shall have determined, but not more
than 50% of the Primary Maximum Number, (B) second, such number of Registrable Securities as QK
desires to register, but not more than 50% of the Primary Maximum Number, (C) third, if and to the
extent that the number of shares, Rights or securities to be registered under clauses (A) and (B)
is less than the Primary Maximum Number, shares, Rights or securities of each Piggyback Shareholder
that is exercising “piggyback” registration rights under a Senior Registration Rights Agreement,
and (D) fourth, if and to the extent that the number of shares, Rights or securities to be
registered under clauses (A), (B) and (C) is less than the Primary Maximum Number, Registrable
Securities of each Selling Shareholder and shares, Rights or securities of each other Piggyback
Shareholder (provided that if Michael Rubin (“Rubin”) is a Piggyback Shareholder, only up
to 1,000,000 shares, Rights or securities owned by him), pro rata, and without any priority
as between the Selling Shareholders and such Piggyback Shareholders, in proportion to the number
sought to be registered by each Selling Shareholder and each such Piggyback Shareholder relative to
the number sought to be registered by all the Selling Shareholders and all such Piggyback
Shareholders (with respect to shares requested to be registered by Rubin, subject to the cap set
forth above), which in the aggregate, when added to the number of shares, Rights or securities to
be registered under clauses (A), (B) and (C), equals the Primary Maximum Number.



     (iii) In the event that the Company proposes to register shares of Common Stock or other
equity securities for purposes of a secondary offering, upon the request or for the account of any
holder thereof pursuant to “demand” registration rights of such holder (each a “Requesting
Shareholder”), and any managing underwriter shall advise the Requesting Shareholder or Shareholders
and the Selling Shareholders in writing that, in its opinion, the inclusion in the registration
statement of some or all of the shares, Rights or securities sought to be registered by the
Requesting Shareholders and of the Registrable Securities sought to be registered by the Selling
Shareholders creates a substantial risk that the price per unit that such Requesting Shareholder or
Shareholders and such Selling Shareholders will derive from such registration will be materially
and adversely affected or that the number of shares, Rights or securities sought to be registered
(including any securities sought to be registered at the instance of the Requesting Shareholder or
Shareholders, any securities sought to be included in such Registration Statement by any Piggyback
Shareholder and those sought to be registered by the Selling Shareholders) is too large a number to
be reasonably sold, the Company will include in such registration statement such number of shares,
Rights or securities as the Requesting Shareholders and the Selling Shareholders are so advised can
reasonably be sold in such offering, or can be sold without such an effect (the “Secondary Maximum
Number”), as follows and in the following order of priority: (A) first, such number of shares,
Rights or securities as the



3









 







Requesting Shareholder shall have requested, but not more than 50% of the Secondary Maximum
Number, (B) second, such number of Registrable Securities as QK desires to register, but not more
than 50% of the Secondary Maximum Number, (C) third, if and to the extent that the number of
shares, Rights or securities to be registered under clauses (A) and (B) is less than the Secondary
Maximum Number, shares, Rights or securities of each Piggyback Shareholder that is exercising
“piggyback” registration rights under a Senior Registration Rights Agreement, and (D) fourth, if
and to the extent that the number of shares, Rights or securities to be registered under clauses
(A), (B) and (C) is less than the Secondary Maximum Number, Registrable Securities of each Selling
Shareholder and shares, Rights or securities of each other Piggyback Shareholder (provided
that if Rubin is a Piggyback Shareholder, only up to 1,000,000 shares, Rights or securities owned
by him), pro rata, and without any priority as between the Selling Shareholders and each
such Piggyback Shareholders, in proportion to the number sought to be registered by each Selling
Shareholder and such Piggyback Shareholder relative to the number sought to be registered by all
the Selling Shareholders and all such Piggyback Shareholders (with respect to shares requested to
be registered by Rubin, subject to the cap set forth above), which, in the aggregate, when added to
the number of shares, Rights or securities to be registered under clauses (A), (B) and (C), equals
the Secondary Maximum Number.



     (iv) In the event that the Company proposes to register shares of Common Stock, Rights or
other equity securities for purposes of a combined offering, and any managing underwriter shall
advise the Company, the Requesting Shareholder or Shareholders and the Selling Shareholders in
writing that, in its opinion, the inclusion in the registration statement of some or all of the
Registrable Securities sought to be registered by the Selling Shareholders and any shares, Rights
or securities sought to be registered by Piggyback Shareholders creates a substantial risk that the
price per unit the Company and/or the Requesting Shareholders will derive from such registration
will be materially and adversely affected, then the Company will include in such registration
statement such number of shares, Rights or securities as the Company, the Requesting Shareholders,
the Piggyback Shareholders and the Selling Shareholders are so advised can be sold in such offering
without such an effect (the “Combined Maximum Number”), as follows and in the following order of
priority: (A) first, such number of shares, Rights or securities as the Company, in its reasonable
judgment and acting in good faith and in accordance with sound financial practice, shall have
determined, and any shares, Rights or securities sought to be registered by any Requesting
Shareholders, but in no event shall the aggregate number of shares, Rights or securities under
this clause (A) exceed 50% of the Combined Maximum Number, (B) second, such number of Registrable
Securities as QK desires to register, but not more than 50% of the Combined Maximum Number, (C)
third, if and to the extent that the number of shares, Rights or securities to be registered under
clauses (A) and (B) is less than the Combined Maximum Number, shares, Rights or securities of each
Piggyback Shareholder that is exercising “piggyback” registration rights under a Senior
Registration Rights Agreement, and (D) fourth, if and to the extent that the number of shares,
Rights or securities to be registered under clauses (A), (B) and (C) is less than the Combined
Maximum Number, such number of Registrable Securities of each Selling Shareholder and such number
of shares, Rights or securities of each other Piggyback Shareholder (provided that if Rubin
is Piggyback Shareholder, only up to 1,000,000 shares, Rights or securities owned by him), pro
rata, and without any priority as between the Selling Shareholders and each such Piggyback
Shareholders, in proportion to the number sought to be registered by each Selling Shareholder and
each such Piggyback Shareholder relative to the number sought to be registered by all the
Requesting



4









 







Shareholders and Selling Shareholders (with respect to shares requested to be registered by
Rubin, subject to the cap set forth above), which, in the aggregate, when added to the number of
shares, Rights or securities to be registered under clauses (A),(B) and (C), equals the Combined
Maximum Number.”



     3. The Registration Rights Agreement, as amended hereby, is in all respects ratified and
confirmed and shall be and remain in full force and effect.



     4. 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.



     5. 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.



     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 R. Conn
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Michael R. Conn

Executive Vice President, Finance and Chief

Financial Officer






5









 






	 	 	 	 	 
	 	 	QK HOLDINGS, INC. (Assignee of Interactive Technology Holdings, LLC)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Feiner
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Dan Feiner

 President






6









 






	 	 	 	 	 
	 	 	SOFTBANK CAPITAL PARTNERS LP
	 
	 	 	 	 
	 

	 	By:
	 	Softbank Capital Partners LLC

Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven J. Murray
	 

	 	 	 	 
	 

	 	Name:
	 	Steven J. Murray
	 

	 	Title:
	 	Admin Member Rep.
	 
	 	 	 	 
	 	 	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 Rep.
	 
	 	 	 	 
	 	 	SOFTBANK CAPITAL LP
	 
	 	 	 	 
	 

	 	By:
	 	Softbank Capital Partners LLC

Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven J. Murray
	 

	 	 	 	 
	 

	 	 	 	Name: Steven J. Murray

Title: Admin Member Rep.







7