XxxxxxXxx.xxx LLC
000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
December 18, 2000
To the Stockholders named on the signature page listed on this letter
Gentlemen:
This letter agreement, (this "Agreement"), is made and entered into by and
among XxxxxxXxx.xxx Inc., a Delaware corporation ("TravelNow") and the
undersigned individual holders of TravelNow's capital stock (each individually a
"Stockholder" and collectively the "Stockholders").
Each Stockholder beneficially owns as of the date of this Agreement, the
number of shares of common stock, par value $0.01 per share, of TravelNow set
forth on the signature page to this letter (which, along with any stock acquired
by the Stockholder subsequent to the date of this Agreement, any stock into
which such shares of common stock have been exchanged or any stock resulting
from any stock split, stock dividend, recapitalization, restructuring,
reclassification or similar transaction involving such shares of common stock,
is collectively referred to herein as the "Common Stock"). TravelNow and the
Stockholders agree that in order to enhance the long-term value of the Common
Stock, it is in the best interest of both TravelNow and the Stockholders for the
Stockholders to enter into this Agreement regarding ownership of the Common
Stock.
In consideration of the mutual promises hereinafter made, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, that each of the Stockholders hereto, intending to be legally
bound hereby, agree as follows.
From the date of this Agreement through April 30, 2001, no Stockholder
shall, in any manner, directly or indirectly:
(a) sell, transfer, pledge, assign, hypothecate or otherwise dispose of,
or encumber any of the Common Stock;
(b) tender any shares of Common Stock into any tender offer, exchange
offer, or other offer to purchase shares of the Common Stock;
(c) vote any shares of Common Stock in favor of any proposal not approved
by the Board of Directors of TravelNow;
(d) deposit the Common Stock into a voting trust, enter into a voting
agreement or arrangement with respect to the Common Stock or grant any
proxy or power of attorney with respect to the Common Stock; or
(e) enter into any contract, option or other arrangement or undertaking
with respect to the direct or indirect acquisition or sale, transfer,
pledge, assignment, hypothecation or other disposition of any interest
in or the voting of any shares of the Common Stock or any other
securities of the Company or with respect to any of the foregoing.
The foregoing restrictions shall not apply to (i) a tender of Common Stock
in response to a tender offer expressly approved by the Board of Directors of
TravelNow; or (ii) any other transaction expressly approved by the Board of
Directors of TravelNow.
Any transfer, sale, pledge or encumbrance or attempted transfer, sale,
pledge, or encumbrance of the Common Stock made in violation of this Agreement
shall be void ab initio and TravelNow shall not be required to, and its transfer
agent shall be instructed not to, recognize any such transfer or sale. Except as
expressly set forth in this Agreement, nothing in this Agreement shall be
construed in any manner to limit any Stockholder's rights to purchase or
otherwise acquire additional shares of capital stock of TravelNow in any manner
or from any person(s) or entity(ies), subject to compliance with applicable
securities laws.
This Agreement constitutes the complete agreement between the parties
hereto with respect to the subject matter hereof and shall continue in full
force and effect until terminated by mutual agreement of the parties hereto or
pursuant to the terms hereof. This Agreement shall be interpreted such that any
rule of construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed. This Agreement shall be construed,
performed and enforced in accordance with, and governed by the internal laws of
the State of Delaware, without giving effect to the principles of conflicts of
law thereof. This Agreement may not be modified or amended and no provision
hereof may be waived, in whole or in part, except by a written agreement signed
by the parties hereto. No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default.
Each Stockholder acknowledges that TravelNow and each other Stockholder
would not have an adequate remedy at law for money damages in the event that
this Agreement is not performed in accordance with its terms and therefore each
Stockholder agrees that TravelNow and each other Stockholder shall be entitled
to specific enforcement of the terms hereof, without being required to post any
bond, in addition to any other remedy to which it may be entitled, at law or in
equity.
This Agreement may be executed in counterparts, all of which shall be taken
together as one and the same instrument. Each party hereto shall cooperate and
shall take such further action and shall execute and deliver such further
documents as may be reasonably requested by any other party in order to carry
out the provisions and purposes of this Agreement, including, but not limited
to, execution of a Schedule 13D, and amendments thereto, as required by
applicable law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.
XXXXXXXXX.XXX, INC.
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
---------------------------------
Title: CEO
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STOCKHOLDERS:
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
--------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: Xxxxx Xxxxxxxx
--------------------------------- --------------------------------
No. of Shares: 1,692,067 No. of Shares: 133,250
--------------------------------- --------------------------------
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------- --------------------------------
Name: Xxxxx Xxxx Name: Xxxxxxxxxxx X. Xxxxx
--------------------------------- --------------------------------
No. of Shares: 53,333 No. of Shares: 133,250
--------------------------------- --------------------------------
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------- --------------------------------
Name: Xxxxxx X. XxXxxxxx, Trustee Name: Xxxxx X. Xxxxxxxxxx
--------------------------------- --------------------------------
No. of Shares: 209,533 No. of Shares: 1,346,569
--------------------------------- --------------------------------
By: /s/ Xxxxx XxXxxxxx, Trustee By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Name: Xxxxx XxXxxxxx, Trustee Name: Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
No. of Shares: 209,532 No. of Shares: 110,874
--------------------------------- --------------------------------
By: /s/ H. Xxxx Xxxxxx By:
--------------------------------- --------------------------------
Name: H. Xxxx Xxxxxx Name:
--------------------------------- --------------------------------
No. of Shares: 66,667 No. of Shares:
--------------------------------- --------------------------------
By: /s/ Xxxx Xxxxxxx By:
--------------------------------- --------------------------------
Name: Xxxx Xxxxxxx Name:
--------------------------------- --------------------------------
No. of Shares: 509,502 No. of Shares:
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