EXHIBIT H
First Amendment to Restated Voting Agreement, dated as of
September 13, 2000, by and among SOFTBANK Capital Partners LP,
a Delaware limited partnership, SOFTBANK Capital Advisors Fund LP, a
Delaware limited partnership and Xxxxxxx X. Xxxxx.
FIRST AMENDMENT TO
RESTATED VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (the "Amendment") is made as of
September 13, 2000 by and among SOFTBANK Capital Partners LP, a Delaware limited
partnership ("SOFTBANK Capital Partners"), SOFTBANK Capital Advisors Fund LP, a
Delaware limited partnership ("SOFTBANK Advisors" and, together with SOFTBANK
Capital Partners, "SOFTBANK"), and Xxxxxxx X. Xxxxx (the "Principal
Stockholder").
WHEREAS, SOFTBANK and the Principal Stockholder entered into a certain
Restated Voting Agreement (the "Voting Agreement"), as of May 1, 2000, whereby,
among other things, the parties agreed to a certain composition of the Board of
Directors of Global Sports, Inc. (the "Company"), and
WHEREAS, on the date hereof, the Company has entered into a Stock and
Warrant Purchase Agreement with QVC, Inc., Comcast Corporation and/or their
respective designees (the "Investors"), whereby the Investors have agreed to
purchase (the "Investment") (i) certain shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), and (ii) certain warrants to
purchase shares of the Company's Common Stock; and
WHEREAS, as a condition to the Investment in the Company, the Investors
have required that SOFTBANK and the Principal Stockholder amend the Voting
Agreement to change the composition of the Company's Board of Directors; and
WHEREAS, the parties have agreed to make certain additional amendments to
the Voting Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:
1. Amendments. For good and valuable consideration, the sufficiency and
----------
receipt of which is hereby acknowledged, the Voting Agreement is amended as
follows:
(a) Section 1(b) is hereby amended and restated to read in its entirety:
"(b) "Continuing Director" shall initially mean Xxxxxxx Xxxxx,
Xxxxxxx Xxxxxxx and Xxxxxx Xxxx, and shall thereafter mean any director who (i)
is chosen to fill any vacancy on the Board of Directors created by any of the
foregoing or their respective successors ceasing to be
a director and (ii) in connection with his or her initial assumption of office
is recommended for appointment or election by a majority of the Continuing
Directors then on the Board of Directors.
(b) Section 2.1 is hereby amended and restated to read in its entirety as
follows:
"2.1 Board Composition Requirements. At any meeting of stockholders
------------------------------
at which directors are to be elected and with respect to any written consent of
stockholders of the Company in lieu of a meeting relating to the election of
directors, SOFTBANK shall vote, or execute and deliver a written consent with
respect to, all shares of Common Stock and any other voting securities of the
Company held of record or Beneficially Owned by it in favor of the Continuing
Directors at such time."
(c) Section 4.7 is hereby amended and restated to read in its entirety as
follows:
"4.7 Successors and Assigns. The provisions hereof shall inure to the
----------------------
benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto; provided, however, that this Agreement
shall only be binding upon a transferee of shares of Common Stock of Softbank if
such transferee is a member of the Softbank Entities (as defined in the Purchase
Agreement, dated as of April 28, by Softbank and Global Sports, Inc.)."
2. Miscellaneous Provisions. Except as specifically amended herein, the
-------------------------
Voting Agreement shall remain in full force and effect in accordance with its
terms. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original and all of which shall constitute one agreement.
This Amendment shall be governed in all respects by Delaware law without regard
to conflict of law principles.
(***************)
IN WITNESS WHEREOF, intending to be legally bound, the parties have caused
this Amendment to be executed by their duly authorized representatives as of the
date first written above.
SOFTBANK CAPITAL ADVISORS FUND LP
By: Softbank Capital Partners LLC
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Admin. Member
SOFTBANK CAPITAL PARTNERS LP
By: Softbank Capital Partners LLC
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Admin. Member
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
SIGNATURE PAGE TO FIRST AMENDMENT TO
RESTATED VOTING AGREEMENT
