SOFTBANK America Inc.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
June 21, 1999
Via Facsimile
-------------
Global Sports, Inc.
000 Xxxxx Xxxxxxxxx Xxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Dear Xx. Xxxxx:
Notwithstanding any provision to the contrary in the Stock Purchase
Agreement, dated as of June 10, 1999 (the "Purchase Agreement"), between
SOFTBANK America Inc. ("SOFTBANK") and Global Sports, Inc. ("Global Sports") or
the Voting Agreement, dated as of June 10, 1999 (the "Voting Agreement"),
between SOFTBANK and Xxxxxxx X. Xxxxx ("Xxxxx"), SOFTBANK, Xxxxx and Global
Sports hereby agree that if the First Closing has occurred prior to July 13,
1999 (i) SOFTBANK shall not have the right to designate new members to Global
Sports' Board of Directors until the earlier of (a) the completion or
adjournment of Global Sports' next annual meeting of stockholders and (b) 5:00
p.m., P.S.T., on July 13, 1999 (such earlier time, the "Effective Time"); (ii)
Xxxxx shall not be obligated to vote in favor of the members of the Global
Sports' Board of Directors to be designated by SOFTBANK to satisfy the Board
Composition Requirement until the Effective Time; (iii) Xxxxx shall not be
required to vote against any slate of directors up for election to Global
Sports' Board of Directors until the Effective Time; and (iv) the failure by
Xxxxx or Global Sports to cause the Board Composition Requirement to be
satisfied by the First Closing Date shall not, by itself, excuse SOFTBANK from
consummating the First Purchase.
Global Sports, Inc. -2-
Except as otherwise specifically provided herein, the obligations of
Global Sports set forth in the Purchase Agreement and the obligations of Xxxxx
set forth in the Voting Agreement shall continue in full force and effect
without modification.
Global Sports, Inc. -3-
Capitalized terms used herein and not defined herein shall have the
respective meanings set forth in the Purchase Agreement.
Please acknowlege your agreement with these terms by signing below.
Very Truly Yours,
SOFTBANK AMERICA INC.
By: __________________
Name:
Title:
Acknowledged and Agreed:
GLOBAL SPORTS, INC.
By: _____________________
Name:
Title:
_____________________
XXXXXXX X. XXXXX
