Exhibit 4.3
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON CONVERSION AND
EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
NEITHER THIS WARRANT NOR THE CAPITAL STOCK ISSUABLE UPON CONVERSION AND EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). NEITHER THIS WARRANT NOR SUCH CAPITAL STOCK MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT RELATED
THERETO IS IN EFFECT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
ACT IS APPLICABLE.
Void after March 24, 2003
GLOBAL SPORTS, INC.
WARRANT TO PURCHASE SHARES OF
COMMON STOCK
THIS CERTIFIES THAT, for value received, Highbridge International LLC
("Holder") is entitled at any time prior to expiration of this Warrant to
subscribe for and purchase Two Hundred Thousand (200,000) shares (as adjusted
pursuant to Paragraph 4 hereof) of the fully paid and nonassessable Common Stock
(the "Shares") of Global Sports, Inc., a Delaware corporation (the "Company"),
at the price of $11.44 per share (such price as adjusted from time to time
pursuant to the terms hereof is herein referred to as the "Warrant Price"),
subject to the provisions and upon the terms and conditions hereinafter set
forth. As used herein, the term "Common Stock" shall mean the Company's
presently authorized Common Stock, any securities of the Company into or for
which such Common Stock may hereafter be changed, converted or exchanged and the
term "Date of Grant" shall mean January 30, 2002.
On September 24, 1999, Fogdog, Inc. issued a warrant (the "Original
Warrant") to Nike USA, Inc. to purchase 6,171,524 shares of Series C Preferred
Stock of Fogdog, Inc. at the price of $1.0294 per share. Following the merger of
a wholly-owned subsidiary of the Company into Fogdog, Inc., the Original Warrant
was converted into a warrant to purchase 555,437 shares of Common Stock.
Following the net exercise of 355,437 shares of Common Stock by Nike USA, Inc.,
the Original Warrant remained unexercised as to 200,000 shares of Common Stock.
As of the Date of Grant, The Convertible Fund L.P. purchased Nike USA, Inc.'s
remaining rights under the Original Warrant and as of January 30, 2002, The
Convertible Fund L.P. assigned such rights to Holder. The Convertible Fund L.P.
and Holder have each agreed to be bound by the terms and conditions of this
Warrant.
1. Term.
(a) Period of Exercise. Subject to earlier termination under
Subparagraph 1 (b), this Warrant shall be exercisable, in whole or in part, at
any time and from time to time from the Date of Grant through March 24, 2003
(the "Expiration Date").
Notwithstanding such Expiration Date, the rights and obligations of the parties
hereto shall survive such termination in accordance with their terms set forth
herein.
(b) Company Acquisition. In the event the Company or the
Majority Holders (as defined below) should enter into any written agreement
providing for a Sale of the Company (as defined below), the Company shall give
written notice to the Holder of such intended Sale of the Company not fewer than
five (5) days prior to the closing date thereof. This Warrant shall
automatically be exercised pursuant to Paragraph 2 hereof one (1) business day
preceding the closing date of such Sale of the Company (the "Exercise Date"), if
not previously exercised; provided however, that such exercise shall be
contingent upon the closing of the Sale of the Company actually occurring. The
term "Sale of the Company" shall mean a sale, lease, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all the property or assets of the Company or the consolidation
or merger of the Company with one or more other corporations or other entity or
person, or any corporate reorganization, in which shareholders of the Company
immediately prior to such consolidation, merger or reorganization, own less than
50% of the Company's voting power immediately after such consolidation, merger
or reorganization, other than a merger effected solely for the purpose of
reincorporation. The term "Majority Holders" shall mean holders of at least
eighty percent (80%) of the Company's then outstanding Common Stock.
2. Exercise.
(a) Method of Exercise; Payment; Issuance of New Warrant.
Subject to Paragraph 1 hereof, the purchase right represented by this Warrant
may be exercised by the Holder, in whole or in part, by the surrender of this
Warrant (with the notice of exercise form attached hereto as Exhibit A duly
---------
executed) at the principal office of the Company and by the payment to the
Company, by check or wire transfer, of an amount equal to the then applicable
Warrant Price per share multiplied by the number of Shares then being purchased.
In the event of any exercise of the rights represented by this Warrant,
certificates for the Shares so purchased shall be delivered to the Holder within
thirty days of receipt of such notice and, unless this Warrant has been fully
exercised or has expired, a new Warrant representing the portion of the Shares,
if any, with respect to which this Warrant shall not then have been exercised
shall also be issued to the Holder within such thirty-day period. Upon receipt
by the Company of this Warrant and such notice of exercise form, together with
the applicable Warrant Price, the Holder shall be deemed for all purposes to be
the Holder of record of the Shares, notwithstanding that certificates
representing the Shares shall not then be actually delivered to such Holder or
that such Shares are not then set forth on the stock transfer books of the
Company.
(b) Other Property. In case cash, property or securities other
than Common Stock shall be payable, deliverable or issuable by the Company upon
exercise of this Warrant, then references to Common Stock in this Warrant shall
be deemed to apply, so far as appropriate and as nearly as may be, to such cash,
property or other securities.
(c) Net Exercise. In lieu of exercising this Warrant in the
manner provided above in Section 2(a), the Holder may elect to receive shares
equal to the value of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal
2
office of the Company together with notice of such election, in which event the
Company shall issue to the Holder a number of shares computed using the
following formula:
X = Y(A-B)
------
A
X = The number of shares of Common Stock to be issued to
Holder.
Y = The number of shares of Common Stock purchasable under this
Warrant (at the date of exercise), or, if this Warrant is
exercised in part, the number of shares for which this Warrant
is then being exercised.
A = The fair market value of one share of Common Stock at the
date of exercise.
B = The Warrant Price (in effect on the date of exercise).
For purposes of this Section 2(c), fair market value of one share of the Common
Stock shall be (i) determined in good faith by the Company's Board of Directors,
or (ii) if the Company's Common Stock is traded on a national exchange or
over-the-counter market, the fair market value per share shall be the average
price per share at which trading of the Company's Common Stock closed on the
exchange on which such stock is listed, on the thirty (30) consecutive trading
days ending one (1) trading day prior to the date of exercise.
3. Fractional Shares.
No fractional shares of Common Stock will be issued in connection
with any exercise hereunder or any Common Stock issuable upon conversion
thereof, but in lieu of such fractional shares the Company shall make a cash
payment therefor upon the basis of the Warrant Price then in effect.
4. Adjustment of Warrant Price and Number of Shares.
The number and kind of securities purchasable under the exercise of
this Warrant and the Warrant Price shall be subject to adjustment from time to
time upon the occurrence of certain events, as follows:
(a) Stock Dividends, Subdivisions or Combinations. In case the
Company shall (i) pay a dividend or make a distribution on its outstanding
shares of Common Stock in shares of its Common Stock, (ii) subdivide the then
outstanding shares of its Common Stock into a greater number of shares of Common
Stock, (iii) combine the then outstanding shares of its Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification of
its shares of Common Stock any shares of capital stock of the Company (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then (A) in the case of clauses (i)
and (ii) the Warrant Price in effect immediately prior to the opening of
business on the record date for such dividend or distribution or the effective
date of such subdivision shall be proportionately decreased, (B) in
3
the case of clause (iii) the Warrant Price in effect immediately prior to the
opening of business on the effective date of such combination shall be
proportionately increased, and (C) in the case of clause (iv) the Company shall
execute and deliver to the Holder a new Warrant providing that the holder of
this Warrant shall upon exercise of such new Warrant be entitled to receive the
number and kind of shares of capital stock of the Company which it would have
owned or been entitled to receive immediately following such action had this
Warrant been exercised in full immediately prior to such time. The aggregate
exercise price of such new Warrant shall be equal to the aggregate Warrant Price
of this Warrant at the time of such exchange; and effective provision shall be
made in such new Warrant so that the provisions set forth herein of the
protection of the exercise rights of the Holder of this Warrant (including,
without limitation, this Section 4) shall thereafter be made applicable as
nearly as reasonably may be, to such new Warrant. An adjustment made pursuant to
this Section 4(a) for a dividend or distribution shall become effective
immediately after the record date for the dividend or distribution and an
adjustment made pursuant to this Section 4(a) for a subdivision, combination or
reclassification shall become effective immediately after the effective date of
the subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any action listed above shall be taken. In any case in
which this Section 4(a) shall require that an adjustment shall become effective
immediately after a record date for an event, the adjustment shall be subject to
the occurrence of such event.
(b) Adjustment for Reclassifications, Consolidation or Merger.
In the case of any reclassification or change of outstanding Common Stock (other
than those referred to in Section 4(a) other than a change in par value), or in
case of any consolidation of the Company with any other corporation or any
merger of the Company into another corporation or of another corporation into
the Company (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value, or as a result of a subdivision or
combination to which Section 4(a) hereof is applicable) in, the outstanding
Common Stock), or in case of any sale or transfer to another company or entity
(other than by mortgage or pledge) of all or substantially all of the properties
and assets of the Company, the Company (or its successor in such consolidation
or merger) or the purchaser of such properties and assets shall made appropriate
provision so that the holder of this Warrant shall have the right thereafter to
exercise this Warrant for the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such reclassification,
change, consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised
immediately prior to such reclassification, change, consolidation, merger, sale
or transfer, and the holder of this Warrant shall have no other exercise rights
under these provisions; provided, that effective provision shall be made, in a
new Warrant to be issued to the Holder of this Warrant (the aggregate exercise
price of which shall be equal to the aggregate Warrant Price of this Warrant),
so that the provisions set forth herein for the protection of the exercise
rights of the Holder of this Warrant (including, without limitation, this
Section 4) shall thereafter be made applicable, as nearly as reasonably may be,
to any other shares of stock and other securities and property deliverable upon
exercise of such new Warrant; and provided, further, that any such resulting or
surviving corporation or purchaser shall expressly assume the obligation to
deliver, upon the exercise of the new Warrant, such shares, securities or
property as the holders of the
4
Common Stock shall be entitled to receive in connection with such transaction,
and to make provisions for the protection of the exercise rights as above
provided.
(c) Adjustment of Number of Shares. Upon each adjustment in the
Warrant Price pursuant to paragraph 4(a) or (b), the number of Shares
purchasable hereunder shall be adjusted, to the nearest whole share (with
one-half share rounded up to the next whole share), to the product obtained by
multiplying the number of Shares purchasable immediately prior to such
adjustment in the Warrant Price by a fraction, the numerator of which shall be
the Warrant Price immediately prior to such adjustment and the denominator of
which shall be the Warrant Price immediately thereafter.
(d) Notice of Other Events. The Company shall provide written
notice to the Holder of any dividend or distribution that (i) is not otherwise
provided for in this Section 4, and (ii) would result in the Holder's receipt of
cash, property or securities of the Company pursuant to the Company's Articles
of Incorporation, as amended, if the Holder were, at the record date for such
dividend or distribution, a holder of shares of Common Stock. Such notice shall
be provided to Holder at least five (5) days prior to the record date for such
dividend or distribution.
5. Representations and Warranties of the Holder and the Company.
(a) Representations and Warranties of the Holder.
(i) Purchase Entirely for Own Account: Restricted
Securities. This Warrant is made with the Holder in reliance upon Holder's
representation to the Company, which by Holder's execution of this Warrant
Holder hereby confirms, that the Shares are being acquired for investment for
its own account, and Holder has no present intention of selling or distributing
the Shares. The Holder also represents and warrants that it does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to the Warrant. The Holder understands that the Shares to be purchased
by it have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of the investment intent as expressed herein. The
Holder hereby confirms that it has been informed that the Shares may not be
resold or transferred unless the Shares are first registered under the Act or
unless an exemption from such registration is available. Accordingly, the Holder
hereby acknowledges that it is prepared to hold the Shares for an indefinite
period and that it is aware that Rule 144 of the Securities and Exchange
Commission promulgated under the Act is not presently available to exempt the
sale of such securities from the registration requirements of the Act. Should
Rule 144 subsequently become available, the Holder is aware that any sale of
such securities effected pursuant to the Rule may, depending upon the status of
the Holder as an "affiliate" or "non-affiliate" under the Rule, be made only in
limited amounts in accordance with the provisions of the Rule, and that in no
event may any of such securities be sold pursuant to the Rule until the Holder
has held such securities for the requisite holding period.
(ii) Disclosure of Information. The Holder believes it has
received all of the information it considers necessary or appropriate for
deciding whether to
5
purchase the Warrant. The Holder has made its own investigation whether or not
to invest in the Shares. The Holder further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
Company's business and the terms and conditions pursuant to which it will
purchase such securities.
(iii) Experience. The Holder is experienced in evaluating
and investing in private placement transactions of securities in companies such
as the Company and is an "accredited investor" as such term is defined in Rule
501 under the Act. Holder represents and warrants that it has not been organized
for the purpose of acquiring the Warrant.
(iv) Restrictive Legends. In order to reflect the
restrictions on disposition of the securities issuable hereunder, the stock
certificates representing the Shares will be endorsed with the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
SECURITIES ACT."
(v) Authority. Holder has all requisite corporate power
and authority to enter into this Warrant and to consummate the transactions
contemplated hereby. The execution and delivery of this Warrant and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of Holder. This Warrant has been
duly executed and delivered by Holder and constitutes the valid and binding
obligations of Holder. The execution and delivery of this Warrant do not, and
the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or default under (with or without notice or
lapse of time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of a benefit under (i) any provision of
the certificate of incorporation or bylaws of Holder, or (ii) any mortgage,
indenture, lease, contract or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Holder or any of its properties or assets. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any government entity, is required by or with respect to Holder in
connection with the execution and delivery of this Warrant by Holder or the
consummation by Holder of the transactions contemplated hereby.
(vi) Further Limitations on Disposition. Holder further
agrees not to make any disposition of all or any portion of the Warrant or the
Shares unless and until the transferee has agreed in writing for the benefit of
the Company to be bound by this Section and:
6
(A) There is then in effect a registration statement under the
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(B) (i) Holder shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and (ii) Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory
to the Company that such disposition will not require registration of such
shares under the Act.
(b) Representation and Warranties of the Company.
(i) Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full corporate power and
authority to conduct its business as presently conducted and to enter into and
perform this Warrant and to carry out the transactions contemplated by this
Warrant. The Company has made available to the Holder true and complete copies
of the Articles of Incorporation and the Bylaws of the Company, each as amended
to date and currently in effect.
(ii) Issuance of Securities. The issuance, sale and
delivery of this Warrant and the issuance and delivery of the Shares issuable
upon exercise of this Warrant have been duly authorized by all necessary
corporate action on the part of the Company, and all such Shares have been duly
reserved for issuance. The Shares, when so issued, sold and delivered against
payment therefor in accordance with the provisions of this Warrant will be duly
and validly issued, fully paid and non-assessable.
(iii) Authority for Warrant. The execution, delivery and
performance by the Company of this Warrant and the consummation by the Company
of the transactions contemplated hereby have been duly authorized by all
necessary corporate action. This Warrant has been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies. The sale of the Shares are not and will not
be subject to any preemptive rights that have not been properly waived or
complied with.
(iv) Governmental Consents. No consent, approval, order
or authorization of, or registration, qualification, designation, declaration or
filing with, any governmental authority is required on the part of the Company
in connection with the execution and delivery of this Warrant and the offer,
issuance, sale and delivery of the Shares, except such filings as shall have
been made prior to and shall be effective on and as of the date of this Warrant,
and except for filings required by federal and state securities laws.
7
6. Notices of Adjustments.
Whenever there shall be any adjustment in the Warrant Price and/or
the number of shares, or securities or property, issuable upon exercise of this
Warrant pursuant to Section 4 hereof, the Company shall execute and deliver a
certificate signed by its Chief Financial Officer setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the Warrant Price or Prices
and the resulting number of shares of Common Stock or other securities or
property issuable upon exercise of this Warrant after giving effect to such
adjustment, and shall cause copies of such certificate to be mailed (by
first-class mail, postage prepaid) to the holder of this Warrant.
7. Governing Law.
The terms and conditions of this Warrant shall be governed by and
construed in accordance with California law without regard to conflicts of law
provisions.
8. Rights of Shareholders.
No holder of this Warrant shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the
holder of this Warrant, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised and the Shares purchasable upon the exercise
hereof shall have become deliverable, as provided herein.
9. [This Section intentionally omitted.]
10. Covenants of the Holder and the Company.
(a) Standstill Covenant. The Holder hereby covenants and agrees
that until March 24, 2003, neither the Holder nor any of its directors,
officers, employees, affiliates, agents and advisors shall without the prior
written consent of the Company:
(i) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any voting securities or
direct or indirect rights to acquire any voting securities of the Company or any
subsidiary thereof, or of any successor to or person in control of the Company,
or any assets of the Company or any subsidiary or division thereof or of any
such successor or controlling person;
(ii) make, or in any way participate, directly or
indirectly, in any "solicitation" of "proxies" to vote (as such terms are used
in the rules of the Securities and
8
Exchange Commission ("SEC")), or seek to advise or influence any person or
entity with respect to the voting of any voting securities of the Company;
(iii) make any public announcement with respect to, or
submit a proposal for, or offer of (with or without conditions) any
extraordinary transaction involving the Company or any of its securities or
assets;
(iv) form, join or in any way participate in a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in connection with any of the foregoing;
(v) otherwise act or seek to control or influence the
management, Board of Directors or policies of the Company;
(vi) take any action that could reasonably be expected to
require the Company to make a public announcement regarding the possibility of
any of the events described in clauses (i) through (v) above; or
(vii) request the Company or any of its directors,
officers, employees, agents or advisors, directly or indirectly, to amend or
waive any provision of this Section 10(a).
The Holder shall promptly advise the Company of any inquiry or
proposal made by or to it with respect to any of the foregoing.
(b) Transfers to Competitors. Except in connection with a Sale
of the Company, the Holder hereby covenants and agrees that neither the Holder
nor any of its affiliates shall at any time, directly or indirectly, effect a
Transfer of any of the Company's securities to an entity or person that is
"Competitive" with the business of the Company. Any person or entity who sells
sporting goods in a retail format, including online, mail order or brick and
mortar, or any new channel of distribution shall be considered "Competitive"
with the business of the Company. Notwithstanding the foregoing in this Section
10(b), this Section 10(b) shall not restrict sales by the Holder in the open
market pursuant to a broker/dealer securities transaction or to an affiliate of
the Holder that may be Competitive with the business of the Company.
(c) Merger or Acquisition of the Company. If at any time
hereafter a Sale of the Company shall occur, then the Holder shall vote all of
its shares of capital stock in favor of such transaction or series of related
transactions, and all actions required in connection therewith, including but
not limited to, amending the then existing Articles of Incorporation of the
Company, if eighty percent (80%) or more of the shares of capital stock of the
Company held by the holders of the Company's then outstanding common stock
(other than the Holder) vote in favor of such transaction. If the Company or any
shareholder of the Company shall receive an offer from a third party to purchase
fifty percent (50%) or more of the issued and outstanding shares of capital
stock of the Company either for cash or securities and if such purchase or sale
would not otherwise trigger a vote of the shareholders of the Company and,
following appropriate shareholder approval, impose a statutory obligation to
participate in the transaction,
9
then if eighty percent (80%) or more of the shares of capital stock of the
Company held by the holders of the Company's then outstanding common stock
(other than the Holder), agree to participate in such sale, then the Holder
shall agree to participate fully in any such sale.
(d) [This Section intentionally omitted.]
(e) [This Section intentionally omitted.]
11. Miscellaneous.
(a) Headings. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part
hereof.
(b) Amendments. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the Company and the Holder.
(c) Notices. All notices and other communications from the
Company to the Holder shall be mailed by first-class registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
Holder who shall have furnished an address to the Company in writing.
(d) Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, or surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.
(e) Counterparts. This Warrant may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
(f) Survival. Except as expressly set forth herein, the
representations, warranties, covenants and agreements made herein shall survive
the closing of the transactions contemplated hereby.
10
(g) Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of the Shares from time to time.
(h) Entire Agreement. This Warrant and the other documents
delivered pursuant hereto or referred to herein, constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
(i) Severability. In case any provision of this Warrant shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
(j) Attorney's Fees. In the event that any suit or action is
instituted to enforce any provision in this Warrant, the prevailing party in
such dispute shall be entitled to recover form the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Warrant, including without limitation, such reasonable fees and
expenses of attorneys, which shall include, without limitation, all fees, costs
and expenses of appeals.
(k) Confidentiality. The Holder agrees that, except with the
prior written consent of the Company, the Holder shall at all times keep
confidential and not divulge, furnish or make accessible to anyone any
confidential information, knowledge or data concerning or relating to the
business or financial affairs of the Company to which the Holder has been or
shall become privy. The provisions of this Section (k) shall be in addition to,
and not in substitution for, the provisions of any separate nondisclosure
agreement executed by the parties hereto.
Dated as of: January 30, 2002 GLOBAL SPORTS, INC.
By: /s/ Jordan ▇. ▇▇▇▇▇▇▇
---------------------
Name: Jordan ▇. ▇▇▇▇▇▇▇
Title: EVP-CFO
HIGHBRIDGE INTERNATIONAL
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
Name:
Title:
Highbridge International LLC
By: Highbridge Capital Management
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Managing Director
11
Exhibit A
NOTICE OF EXERCISE
TO: GLOBAL SPORTS, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
The undersigned hereby elects to purchase _________ shares of
Common Stock of Global Sports, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full, together with all applicable transfer taxes, if any.
Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned.
(Name)
(Address)
___________________________________
(Signature)
___________________________
(Date)
12