EXHIBIT K
First Amendment to Voting Agreement, dated as of September 13, 2000, by
and between TMCT Ventures, L.P., a Delaware limited partnership and
Xxxxxxx X. Xxxxx.
FIRST AMENDMENT TO
VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (the "Amendment") is made as of
September 13, 2000 by and between TMCT Ventures, L.P., a Delaware limited
partnership ("TMCT"), and Xxxxxxx X. Xxxxx (the "Principal Stockholder").
WHEREAS, TMCT and the Principal Stockholder entered into a certain 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 TMCT 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
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receipt of which is hereby acknowledged, the Voting Agreement is amended as
follows:
(a) The last two (2) sentences of Section 2.2 are hereby amended to read
in their entirety:
"Such proxy shall operate to revoke and render void any prior
proxy as to the shares heretofore granted by such Principal Stockholder which is
inconsistent herewith. Such proxy shall terminate upon TMCT no longer having the
right to appoint a member to the Company's Board of Directors as pursuant to
Section 3.1 hereof."
(b) The first sentence of Section 3.1 of the Voting Agreement is hereby
amended to read in its entirety:
"The parties hereto intend that the Board of Directors of the
Company shall consist of nine (9) members."
(c) Section 6 is hereby amended to read in its entirety:
"6. No Transfer of Capital Stock. The Principal Stockholder
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hereby agrees that during the period ending six (6) months after the date
hereof, such Principal Stockholder shall not sell, transfer or pledge his
Capital Stock to another Person or otherwise engage in any act which would
decrease the Principal Stockholder's percentage of Common Stock ownership on the
date hereof ("Dispose"), except if such sale, transfer or pledge is (i)
consummated in accordance with Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), or (ii) is consummated pursuant to a registered
offering under the Securities Act. In addition, the Principal Stockholder shall
not Dispose of more than an aggregate of 1,000,000 shares of the Capital Stock
currently owned by the Principal Stockholder, unless all transferees of shares
of Capital Stock in excess of the aggregate 1,000,000 shares, to the extent of
such excess, shall agree in writing to be bound by the provisions of this
Agreement."
(d) Section 7.7 is hereby amended and restated to read in its entirety:
"7.7 Successors and Assigns. The provisions hereof shall inure to the
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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 (a) upon a transferee of shares of Capital Stock of TMCT
if such transferee is an affiliate of TMCT, and (b) upon a transferee of shares
of Capital Stock of the Principal Stockholder to the extent such transferee is
required to become bound by the provisions of this Agreement."
(e) The last two (2) sentences of the form of Irrevocable Proxy set forth
on Exhibit A are hereby amended to read in their entirety:
"This Proxy shall operate to revoke and render void any prior proxy as to
the shares of Common Stock and voting securities heretofore granted by the
undersigned which is not inconsistent herewith. This Proxy shall terminate in
accordance with Section 2.2 of the Voting Agreement."
2. Miscellaneous Provisions. Except as specifically amended herein, the
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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.
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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.
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
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
SIGNATURE PAGE TO FIRST AMENDMENT TO
VOTING AGREEMENT
