Voting Trust Agreement Dated 6/7/1999

EXHIBIT 9.1


VOTING TRUST AGREEMENT
----------------------


THIS VOTING TRUST AGREEMENT (the "Agreement"), dated as of June 7, 1999, by and among Scott A. Blum ("Scott Blum"), The Scott A. Blum Separate Property Trust ("Stockholder"), Buy.Com, Inc., a Delaware corporation (the "Company") and the outside members of the Company's Board of Directors listed on Schedule A to
---------- this Agreement (together with any successor referred to herein individually as a "Trustee" and collectively as the "Trustees").


RECITALS


A. The Stockholder owns 7,490,211 shares of Common Stock, $.0001 par value ("Common Stock"), of the Company (and no shares of Series A Preferred Stock), with all such shares together with any shares of voting stock of the Company which Stockholder, Scott Blum or any person or entity controlled by Scott Blum (all such persons and entities being referred to collectively as the "Blum Affiliates") may acquire in the future being referred to as the "Blum Shares." Neither Scott Blum, nor any Blum Affiliate other than Stockholder, currently owns any shares of the Company's Common Stock or Series A Preferred Stock.


B. There are currently 10,745,878 shares of outstanding voting Common Stock of the Company outstanding (including the shares of Common Stock issuable upon conversion of the Series A Preferred Stock), such that the Blum Shares currently represent approximately seventy percent (70%) of the outstanding voting stock of the Company.


C. Scott Blum and the Stockholder believe it is in his and its best interests and in the best interests of the Company to transfer to the Trustees in trust for the purpose of voting all of the Blum Shares, with the exception of the number of shares of the outstanding voting stock of the Company representing up to nineteen percent (19%) of the voting interest of the Company's capital stock which may be held by Stockholder, Scott Blum or any Blum Affiliate outside of this Voting Trust, so long as all such shares held outside of this Agreement by Stockholder, Scott Blum and the Blum Affiliates does not exceed nineteen percent (19%) of the voting interest of the Company's capital stock at any time during the term of this Agreement.


D. Scott Blum and the Stockholder desire to empower the Trustees to vote the Blum Shares that are deposited into this voting trust in accordance with the terms and conditions of this Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and of the agreements contained herein, it is hereby agreed:


1. Appointment of Trustees. The Stockholder hereby appoints the Trustees
----------------------- to serve as Trustees of the Buy.Com, Inc. Voting Trust, the trust established by this Agreement (the "Trust") and the Trustees hereby accept such appointment and agree to act as Trustees of the Trust in accordance with the terms of this Agreement. There must be at least two (2) outside members of the Company's Board of Directors serving as Trustees under this Agreement, and if


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at any time less than two (2) such individuals are serving as Trustees, one or more additional outside directors of the Company (or other individuals selected in accordance with Section 5(b)) shall be appointed as a Trustee in accordance with Section 5(b).


2. Deposit of Shares and Issuance of Voting Certificates.
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(a) Initial Deposit of Shares. The Stockholder shall forthwith
------------------------- deliver to the Trustees certificates for 5,448,495 of the Blum Shares, such that 5,448,495 shares or approximately fifty-one percent (51%) of the voting interest of the Company's outstanding capital stock is deposited into the Trust and 2,041,716 shares or nineteen percent (19%) of the voting interest of the Company's outstanding capital stock is held by Stockholder outside of this Agreement as of the date of this Agreement. All of the Blum Shares that are deposited into the Trust shall be referred to as the "Voting Trust Shares."


(b) Additional Deposit of Shares. Scott Blum and Stockholder hereby
---------------------------- covenant and agree that they shall deliver to the Trustees certificates for all Blum Shares hereafter acquired by him, it or any Blum Affiliate by any means which are necessary to maintain the aggregate voting interest of Scott Blum, Stockholder and all Blum Affiliates outside the Trust at or below nineteen percent (19%) of the voting interest of the Company's outstanding capital stock, immediately upon becoming the owner thereof, duly endorsed for transfer or accompanied by duly executed instruments of transfer. Promptly upon receipt of such certificates, the Trustees shall cause such shares to be deposited as Voting Trust Shares to be transferred and registered in the stock records of the Company in the name of "Trustees of the Buy.Com, Inc. Voting Trust" or a nominee name designated by them, and shall cause the new share certificates to bear a legend stating that the Voting Trust Shares evidenced thereby are subject to the terms of this Agreement. Scott Blum hereby agrees to cause any Blum Affiliate to become a party to this Agreement if necessary to deposit all or a portion of the Blum Shares held by such Blum Affiliate into the Trust in accordance with the terms of this Agreement. Such additional party shall be included within the definition of "Stockholder" for purposes of this Agreement.


(c) Release of Shares from Trust. In the event during the term of
---------------------------- this Agreement, Scott Blum, Stockholder and all Blum Affiliates in the aggregate own less than nineteen percent (19%) of the voting interest of the Company's outstanding capital stock outside of the Trust, he or it, as the case may be, may request that a number of the Blum Shares be released from the Trust so long as after such release of Blum Shares from the Trust, Scott Blum, Stockholder and all Blum Affiliates in the aggregate own less than nineteen percent (19%) of the voting interest of the Company's outstanding capital stock outside the Trust. Scott Blum and Stockholder hereby agree that if at any time the aggregate voting interest of the Blum Shares held by Scott Blum, Stockholder and the Blum Affiliates outside the Trust exceeds nineteen percent (19%), he or it, as the case may be, shall immediately deposit into the Trust the number of Blum Shares necessary to reduce such voting interest outside of the Trust to nineteen percent (19%). In the event Stockholder sells or transfers any of the Voting Trust Shares to a third party other than a Blum Affiliate, then upon the written notice from Stockholder, the transferred Voting Trust Shares shall be released from this Trust.


(d) Delivery of Voting Trust Certificate. The Trustees shall issue
------------------------------------ and deliver to the Stockholder ( or if applicable, Scott Blum or the Blum Affiliate) a Voting Trust Certificate


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(a "Certificate") in respect of the number and type of Voting Trust Shares transferred to and held of record by the Trustees for the benefit of such party under this Agreement, in the form of Exhibit A hereto (except that the Trustees
--------- may affix to a Certificate any restrictive legend borne by the certificates for Voting Trust Shares in respect of which Voting Trust Shares the Certificate is issued). Such Certificates shall be signed by a majority of the Trustees.


3. Trustees' Powers and Duties.
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(a) Voting Powers. Until the termination of this Agreement in
------------- accordance with Section 7, the Trustees shall have the right, in person or by proxy, to exercise all voting rights and powers in respect of the Voting Trust Shares, and to take part in or consent to any corporate or stockholder's action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors and in favor of or against any resolution or proposed action of any kind or character which may be presented at any meeting of the stockholders of the Company (whether at an annual or special meeting of stockholders of the Company or by written consent action of the stockholders of the Company) including without limitation the dissolution, consolidation, merger, reorganization or recapitalization of the Company ("Stockholder Proposal").


(b) Voting Procedures. With regard to any Stockholder Proposal, all
----------------- of the Voting Trust Shares shall be voted for or against such Stockholder Proposal as determined by a majority of the Trustees. In the event only two individuals are serving as Trustees at the time of such Stockholder Proposal, such vote by the Trustees must be unanimous.


(c) Sales. The Trustees shall have no authority to sell or otherwise
----- dispose of or to pledge, encumber or hypothecate, any of the Voting Trust Shares. Subject to compliance with applicable securities laws and any contractual restrictions to which Stockholder or the Blum Shares may be subject to, Stockholder shall have the right, in its sole discretion, to sell or otherwise dispose of or to pledge, encumber or hypothecate, any of the Voting Trust Shares, provided that any such transfers to a Blum Affiliate shall be subject to the Blum Affiliate agreeing to be bound by this Agreement. Further, Stockholder shall have the right, in its discretion, to designate whether any sale or transfer of Blum Shares are Voting Trust Shares or shares outside this Trust.


4. Dividends and Distributions. Upon the declaration of any dividends or
--------------------------- the payment of any other distribution of the Company with respect to Voting Trust Shares held for the Stockholder other than pro rata distributions of additional voting shares of the Company, the Trustees shall distribute or cause all such dividends and distributions to be distributed by the Company to the Stockholder. In the event of dissolution or liquidation of the Company during the term of this Agreement in such manner as to entitle the holders of shares to liquidating dividends in respect thereof, the Trustees shall distribute or cause all such liquidating dividends with respect to the Voting Trust Shares to be distributed by the Company to the Stockholder.


5. The Trustees.
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(a) Trustees as Stockholder or Affiliate. Any Trustee and any firm or
------------------------------------ corporation of which such Trustee may be a member, agent, partner or employee and any corporation, trust, or association of which such Trustee may be a trustee, stockholder, director,


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officer, agent, or employee may contract with or be or become pecuniarily interested, directly or indirectly, in any matter or transaction to which the Company or any subsidiary or controlled or affiliated corporation may be a party or in which it may be concerned, as fully and freely as though such Trustee were not a trustee hereunder. The Trustees may act as an agent, employee, director and/or officer of the Company or of any such subsidiary or controlled or affiliated corporation and, subject to the terms of this Agreement, may vote the Voting Trust Shares in favor of matters in which the Trustees or their affiliates are interested.


(b) Successor Trustees. The Trustees may resign by giving notice of
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