EXHIBIT L
Letter Agreement, dated as of July 20, 2001, among Rustic Canyon Ventures, L.P.
(f/k/a TMCT Ventures, L.P.), a Delaware limited partnership,
Global Sports, Inc., a Delaware corporation and Xxxxxxx X. Xxxxx.
July 20, 2001
VIA TELECOPIER
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Rustic Canyon Ventures, LP Global Sports, Inc Xxxxxxx X. Xxxxx
(f/k/a TMCT Ventures L.P.) 0000 Xxxxx Xxxxxx c/o Global Sports, Inc
0000 Xxxxxxx Xxxxxxxxx Xxxx xx Xxxxxxx, XX 00000 0000 Xxxxx Xxxxxx
Xxxxx 0000X Attn: Xxxxxxx X. Xxxxx King of Prussia, PA 19406
Xxxxx Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
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Re: Letter Agreement
Gentlemen:
As you are aware, (i) Global Sports, Inc. ("Global") plans to offer, sell
and issue, to Interactive Technology Holdings, LLC or certain of its affiliates
(collectively, the "Investor"), 3,000,000 shares of its Common Stock at a price
per share of $10.00, for an aggregate purchase price of $30,000,000 (the
"Company Sale") and (ii) Xxxxxxx X. Xxxxx ("Xxxxx") plans to offer and sell to
the Investor, 1,000,000 shares of Global's Common Stock held by him ( the "Xxxxx
Sale") pursuant to a Stock Purchase Agreement to be entered into among Global,
Xxxxx and the Investor (the "2001 Stock Purchase Agreement"). To induce the
parties to enter into the 2001 Stock Purchase Agreement, and in consideration of
the mutual promises set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows.
1. Pursuant to Section 5.3 of the Stock and Warrant Purchase Agreement
(the "Purchase Agreement"), dated as of April 27, 2000, by and between TMCT
Ventures L.P. Rustic Canyon Ventures, LP (f/k/a TMCT Ventures L.P.) ("RCV") and
Global, RCV has been granted certain preemptive rights (the "Preemptive Rights")
in the event that Global intends to sell, grant or issue any of its Common Stock
or Rights (as such terms are defined in the Purchase Agreement). Intending to be
legally bound, RCV hereby waives its Preemptive Rights with respect to the
Company Sale described above, including but not limited to, any notice
requirements with respect to such Preemptive Rights. Nothing in this letter
agreement shall be deemed a waiver of RCV's Preemptive Rights other than with
respect to the Company
Sale described above.
2. RCV agrees that the sale of up to 1,000,000 shares of the Company's
Common Stock by Xxxxx to the Investor pursuant to the 2001 Stock Purchase
Agreement shall not be considered to have been "Disposed" of for the purposes of
the last sentence of Section 6 of the Restated Voting Agreement dated as of May
1, 2000 by and between RCV and Xxxxx, as amended, (as amended, the "RCV-Xxxxx
Voting Agreement"). Except as provided in this paragraph, the RCV-Xxxxx Voting
Agreement shall remain in full force and effect in accordance with its terms
3. This letter agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which shall
constitute one agreement. This letter agreement shall be governed in all
respects by Delaware law without regard to principles of conflicts of laws.
4. The parties to the respective agreements referred to above agree to
take such additional actions and execute such additional documents, including
amendments or restatements of the agreements referred to above, as may be
reasonably necessary or desirable in connection with the transactions
contemplated hereby.
Intending to be legally bound, the parties have executed this letter
agreement as of the date set forth above.
[RCV signature page]
RUSTIC CANYON VENTURES, LP (f/k/a TMCT
VENTURES, L.P.)
By: Rustic Canyon Partners, LLC
Its General Partner
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Member
[Global and Xxxxx signature page]
GLOBAL SPORTS, INC. (as to paragraphs 1, 3 and
4)
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
XXXXXXX X. XXXXX ( as to paragraphs 2, 3, and
4)
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
