SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This SECOND AMENDMENT (this "Amendment") to the Second Amended and Restated
Registration Rights Agreement dated as of September 13, 2000 by and among Global
Sports, Inc., a Delaware corporation (the "Company"), and the holders of common
stock set forth on the signatures pages thereto (the "Stockholders"), as amended
by the First Amendment to Second Amended and Restated Registration Rights
Agreement dated as of April 5, 2001 (as so amended, the "Registration Rights
Agreement") is made as of this 20/th/ day of July, 2001. Capitalized terms used
but not defined in this Amendment shall have the meanings given to such terms in
the Registration Rights Agreement.
RECITALS
WHEREAS, the Company and the Stockholders entered into the Registration
Rights Agreement in connection with various investments by each of the
Stockholders in the Company in order to provide for certain rights with respect
to the registration of the shares of the Company's Common Stock held by the
Stockholders;
WHEREAS, the Company, Michael G. Rubin ("Rubin") and Interactive Technology
Holdings, LLC, a Delaware limited liability company ("ITH"), have entered into
that certain Stock Purchase Agreement dated as of July 20, 2001 (the "Stock
Purchase Agreement"), pursuant to which the Company intends to sell and issue to
ITH an additional 3,000,000 shares of its Common Stock and Rubin intends to sell
to ITH 1,000,000 shares of the Company's Common Stock currently held
beneficially and of record by him;
WHEREAS, as a condition to consummating the transactions contemplated by to
the Stock Purchase Agreement, ITH has required that the Registration Rights
Agreement be amended as set forth in this Amendment;
WHEREAS, pursuant to Section 9(j) of the Registration Rights Agreement, the
Registration Rights Agreement may be amended only by a written instrument duly
executed by the Company and the Holders of more than 50 percent of the
Registrable Securities at the time outstanding;
WHEREAS, the Company believes that it is in its best interests that it and
Rubin be able to consummate the transactions contemplated by the Stock Purchase
Agreement; and
WHEREAS, the other parties to this Amendment, constituting the Holders of
more than 50 percent of the Registrable Securities currently outstanding,
believe that it is in the best interests of the Company, and therefore in their
own best interests as stockholders of the Company, that the Company and Rubin be
able to consummate the transactions contemplated by the Stock Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the parties hereto agree and consent that the Registration
Rights Agreement shall be amended as follows:
1. The definition of the term "Purchase Agreements" set forth in the
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Recitals to the Registration Rights Agreement shall be amended, for all purposes
for which such term is used in the Registration Rights Agreement (including,
without limitation, in the definition of the term "Registrable Securities" in
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Section 1(h) thereof), to include, in addition to the 1999 SOFTBANK Purchase
Agreement, the 2000 SOFTBANK Purchase Agreement, the TMCT Purchase Agreement and
the ITH Purchase Agreement, that certain Stock Purchase Agreement dated as of
July 20, 2001 by and among the Company, Michael G. Rubin and ITH.
2. The Registration Rights Agreement, as amended hereby, is in all
respects ratified and confirmed and shall be and remain in full force and
effect.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to the conflict of laws
provisions thereof.
4. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth in the first paragraph hereof.
GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
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Name: Michael G. Rubin
Title: President and
Chief Executive Officer
[SIGNATURE PAGE TO SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SOFTBANK CAPITAL PARTNERS LP
By: Softbank Capital Partners LLC
Its General Partner
By: /s/ Steven J. Murray
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Name: Steven J. Murray
Title: Admin. Member
SOFTBANK CAPITAL ADVISORS FUND LP
By: Softbank Capital Partners LLC
Its General Partner
By: /s/ Steven J. Murray
----------------------------
Name: Steven J. Murray
Title: Admin. Member
[SIGNATURE PAGE TO SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
RUSTIC CANYON VENTURES, LP (f/k/a/ TMCT
VENTURES, L.P.)
By: Rustic Canyon Partners, LLC
Its General Partner
By: /s/ Mark Menell
----------------------------
Name: Mark Menell
Title: Member
[SIGNATURE PAGE TO SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
INTERACTIVE TECHNOLOGY HOLDINGS, LLC
By: QK Holdings, Inc.
Its Managing Member
By: /s/ Gerald Timlin
---------------------------------
Name: Gerald Timlin
Title: Vice President/Secretary
[SIGNATURE PAGE TO SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]