EXHIBIT F
VOTING AGREEMENT
THIS VOTING AGREEMENT is made and entered into as of June 10, 1999
(this "Agreement") between SOFTBANK America Inc., a Delaware corporation
("SOFTBANK" or the "Purchaser"), and Xxxxxxx X. Xxxxx (the "Principal
Stockholder").
RECITALS
WHEREAS, on June 10, 1999, Global Sports, Inc., a Delaware corporation
(the "Company"), and SOFTBANK entered into a Purchase Agreement (the "Purchase
Agreement"), pursuant to which SOFTBANK intends to acquire 6,153,850 shares of
the Company's Common Stock, par value $0.01 per share (the "Common Stock"); and
WHEREAS, as an inducement and a condition to consummating the Purchase
Agreement, the Principal Stockholder has required that the Purchaser agree, and
the Purchaser has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants set forth herein, and
for other good and valuable consideration, intending to be legally bound hereby,
the parties agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom such
Person would constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act.
-1-
(b) "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who was a member of the Board prior to the date of
the Purchase Agreement, and any director who is thereafter chosen to fill any
vacancy on the Board of Directors or who is elected as a director and who, in
either event, is not a director designated by SOFTBANK pursuant to Section 5.3
of the Purchase Agreement and 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.
(c) "Person" shall mean an individual, corporation, partnership,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity.
2. Composition and Nomination of Board of Directors.
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, the Purchaser 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 with respect to all
directorships other than those which the Purchaser is entitled to designate
pursuant to Section 5.3 of the Purchase Agreement(the "SOFTBANK Designees"), (a)
in favor of the Continuing Directors at such time and (b) against the election
of any directors other than the Continuing Directors.
2.2 Removal of Directors. Except as otherwise provided in this Section
2.2, the Purchaser agrees not to take any action to remove, with or without
cause, any director of the Company other than the SOFTBANK Designees.
Notwithstanding the foregoing, the Principal Stockholder shall at all times have
the right to remove and to cause the Purchaser to remove, with or without cause,
any or all of the directors other than the SOFTBANK Designees.
-2-
2.3 Vacancies. If a vacancy in the office of a Continuing Director is
created on the Board of Directors by reason of the death, disability, removal or
resignation of any one of the Continuing Directors, the Purchaser shall promptly
take all necessary and appropriate action, including voting, or executing and
delivering a written consent with respect to, the shares of Common Stock and any
other voting securities of the Company then held of record or Beneficially Owned
by the Purchaser in such a manner to ensure that such vacancy is filled with a
Continuing Director.
3. Certificate of Incorporation and Bylaws. The Purchaser shall vote
all shares of Common Stock and any other voting securities of the Company then
held of record or Beneficially Owned and shall take all other actions necessary
and appropriate (including, without limitation, voting to remove any director)
to ensure that the Company's Certificate of Incorporation and Bylaws do not at
any time conflict with the provisions of this Agreement.
4. Miscellaneous.
4.1 Modification and Waiver. No amendment or modification of the terms
or provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to or shall constitute a waiver of
any other provisions hereof. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.
4.2 Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. Any
previous agreement or understandings between the parties regarding the subject
matter hereof are merged into and superseded by this Agreement.
4.3 Severability. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining
-3-
provisions shall not in any way be affected or impaired thereby.
4.4 No Implied Rights. Nothing herein, express or implied, is intended
to or shall be construed to confer upon or give to any person, firm, corporation
or legal entity, other than the parties hereto, any interest, rights, remedies
or other benefits with respect to or in connection with any agreement or
provision contained herein or contemplated hereby.
4.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
4.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
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.
4.8 Notices. All notices and other communications under this Agreement
shall be in writing, and shall be deemed to have been duly given on the date of
delivery if delivered personally or on the third business day after mailing or
if mailed to the party to whom notice is to be given by first class mail,
registered or certified, postage prepaid, return receipt requested, and
addressed as follows (until any such address is changed by notice duly given):
-4-
(a) if to SOFTBANK, to:
SOFTBANK AMERICA Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx Xxxxxx
SOFTBANK Holdings Inc.
00 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Vice Chairman
with a copy to:
Xxxxxxxx & Xxxxxxxx
0000 Xxxxxxx Xxxx Xxxx
00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
(b) if to the Principal Stockholder, to:
Global Sports, Inc.
000 Xxxxx Xxxxxxxxx Xxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
-5-
with a copy to:
Blank Rome Xxxxxxx XxXxxxxx LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx, Esq.
-6-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SOFTBANK AMERICA INC.
By:________________________________
Name:
Title:
___________________________________
XXXXXXX X. XXXXX
-7-
