HOLD OFF AGREEMENT
AGREEMENT MADE AND ENTERED INTO AS OF THE 29TH DAY OF APRIL, 1999, (THE
"EFFECTIVE DATE"), BY AND BETWEEN THE FOLLOWING SHAREHOLDERS OF TRAVEL DYNAMICS,
INC. OF 0000 XXXX XXXXXXXXX XXXX, XXXXX 000, XXXXXXXXXX, XXXXXXX 85251("TDI"):
XXXXXX XXXXXXX, XXXXXX XXXXXX, XXXXXX XXXXXX, XXXXXX X. XXXXXX AND XXXX X.
XXXXXX, XXXXXX XXXXXXXX, XXXXX XXXXXXXXX, XXX XXXXXX, XXXXX XXXXXX,
("SHAREHOLDERS"). THIS AGREEMENT IS DEEMED TO BE MADE AND IN FORCE AND EFFECT
BETWEEN THE rESPECTIVE SHAREHOLDERS WITH EACH OTHER AND THE SHAREHOLDERS
COLLECTIVELY AND INDIVIDUALLY WITH TDI. WHENEVER BOTH THE CLASS OF SHAREHOLDERS
AND TDI ARE COLLECTIVELY REFERRED TO IN THIS AGREEMENt THEY SHALL BE REFERRED TO
AS THE "PARTIES."
RECITALS
WHEREAS, VARIOUS PRINCIPAL SHAREHOLDERS OF TDI, PRIMARILY HOLDING
RESTRICTED SHARES, DESIRE TO INSURE THE CONTINUING PARTICIPATION IN AND
AFFiLIATION OF THESE PRINCIPAL SHAREHOLDERS WITH THE COMPANY DURING ITS
REORGANIZATIONAL aND START-UP PHASES AS SHAREHOLDERS;
WHEREAS, TDI IS WILLING TO ACCOMMODATE, ASSIST, AND ENFORCE (AS
NECESSARY) THE VOLUNTARY EFFORTS OF SOME OF ITS PRINCIPAL SHAREHOLDERS APPEaRING
IN THIS AGREEMENT TO RESTRICT SALES OF THEIR SHARES;
WHEREAS, BOTH THE SHAREHOLDERS AND TDI AGREE AND CONSENT THAT
PARTICIPATION IN THIS AGREEMENT IS FULLY AND COMPLETELY VOLUNTARY AND THaT NO
INCENTIVES, SANCTIONS, OR OTHER CONSEQUENCES OR CONSIDERATION HAVE BEEN PROPOSED
OR SUGGESTED To REQUIRE THE PARTICIPATION BY ANY SHAREHOLDER AND EACH
SHAREHOLDER HAS INDIVIDUALLY DECIDED TO PARTiCIPATE IN THE INTEREST OF INSURING
THE CONTINUED AFFILIATION OF THE PRINCIPAL SHAREHOLDERS DURING THE
REORGANIZATION AND START-UP PHASES.. EACH SHAREHOLDER HAS INFORMED THE COMPANY
OF THEIR INDEPENDENT DECISION AND REQUESTED THE COMPANY TO PARTICIPATE IN
COORDINATING AND ASSISTING IN THE IMPLEMENTATION, ENFORCEMENT, AND SUPERVISION
OF THIS AGREEmENT;
NOW THEREFORE, THE PARTIES MUTUALLY AGREE AND COVENANT AS FOLLOWS:
WITNESSETH
1.0 CONSIDERATION. THIS AGREEMENT IS FULLY AND ADEQUATELY SUPPORTED BY
THE VOLUNTARY CONSIDERATION OF THE SHAREHOLDERS MUTUAL AGREEMENT TO REFRAIN FROM
TRADING IN THEIR TDI STOCK FOR THE PERIOD DEFINED BY THIS AGREEMENT; AND,
INDEPEnDENTLY, BY THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN.
2.0 SHARES & SHAREHOLDERS SUBJECT TO AGREEMENT. ATTACHED HERETO AND
INCORPORATED BY THIS REFERENCE IS A SCHEDULE "A" SETTING FORTH THE NAME OF EACH
LEGAL AND BENEFICIAL SHAREHOLDER WHO HAS VOLUNTARILY ENTERED INTO AND EXECUTED A
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COPY OF ThIS AGREEMENT, TOGETHER WITH THE NUMBER OF SHARES SUBJECT TO THIS
AGREEMENT AND THE CERTIFICATE NO(S). FOR THOSE SHARES. SCHEDULE A SHALL
CONSTITUTE AN ESSENTIAL AnD INTEGRAL PART OF THIS AGREEMENT AND IS FULlY
INCORPORATED BY THIS REFERENCE.
3.0 HOLD-OFF AGREEMENT.
3.1 EACH OF THE SCHEDULE A SHAREHOLDERS AGREES THAT AS TO THOSE SHARES
LISTED IN SCHEDULE A, THAT SUCH SHAREHOLDER WILL NOT PUBLICLY SELL, TRANSFER, OR
IN ANY WAY ASSIGN THE TDI STOCK SUBJECT TO THIS AGREEMENT, OR ANY INTEREST
THEREIN, FOR OnE HUNDRED AND EIGHTY (180) DAYS FROM THE DATE OF THIS AGREEMENT.
THEREAFTER, EACH SHAREHOLDER AGREES THAT IT WILL NOT SELL IN ANY PUBLIC
TRANSACTION MORE THAN 10% PER MONTH OF THOSE SHARES LISTED IN SChEDULE A AS
OWNED BY THE SHAREHOLDER COMMENCING 180 DAYS FROM THE DATE OF THIS AGREEMENT.
3.2 EACH SHAREHOLDER SUBJECT TO THIS AGREEMENT FURTHER AGREES THAT THEY
WILL NOT ENGAGE IN ANY PRIVATE SALE, ASSIGNMENT, OR DISTRIBUTION BY GiFT OR
CONSIDERATION OF TDI SHARES DURING SUCH 180 DAY PERIOD UNLESS THE BUYER,
ASSIGNEE, OR DONEE OF SUCH SHARES FULLY AGREES IN WRITING TO ACCEPT THE TERMS
AND PROVISIONS OF THIS HOLD-OFF AGREEMENT AS TO THE SHARES TRANSFERRED FOR THE
REMAINING TERM OF THIS AgREEMENT.
3.3 EACH SHAREHOLDER AND TDI MUTUALLY AGREE AND STIPULATE THAT THIS
AGREEMENT SHALL NOT HAVE ANY DIRECT APPLICATION OR EFFECT UPON THE REQUIREMENTS
OF SEC RULE 144 AS TO THE SALE OR DISTRIBUTION OF RESTRICTED STOCK, WHICH RULE
MAY IMPOSE FURTHER OR ADDITIONAL HOLDING PERIODS OR RESTRICTIONS ON SUCH STOCK
PRIOR TO ITS SALE OR ASSIGNMENT. PROVIDED, HOWEVER, THAT ANY SHARES WHICH
OTHERWISE WOULD BECOME FREE TRADING AND COULD BE TRANSFERRED OR SOLD PURSUANT TO
RULE 144 AS LISTED ON SCHEDULE A WILL BE FURTHER SUBJECT TO THIS HOLD OFF
AGREEMENT AS OF THE DATE ELIGIBLE FOR SUCH SALE AND THE REMAINING TERMS OF THIS
AGREEMENT SHALL BE FULLY APPLICABLE TO SUCH SHARES AS IF THEY WERE FREE TRADING
SHARES AS OF THE DATE OF THE EXECUTION OF THIS AGREEMENT.
4.0 ENFORCEMENT & REMEDIES.
4.1 IT IS AGREED BY AND BETWEEN THE SHAREHOLDERS AND TDI THAT A COPY OF
THIS AGREEMENT, INCLUDING THE SCHEDULE A, SHALL BE SUPPLIED TO ANY TRANSFER
AGENT EMPLOYED OR RETAINED BY TDI FOR THE PURPOSES OF ENFORCING THIS AGREEMENT
AND THAT SUCH TRANSFER AGENT SHALL NOT ALLOW TRANSFERS IN ANY OF THE SECURITIES
LISTED IN SCHEDULE A OF THIS AGREEmENT FOR A PERIOD OF SIXTEEN (16) MONTHS FROM
THE EXECUTION DATE OF THIS AGREEMENT WITHOUT CHECKING THE ATTEMPTED SALE OR
TRANSFER OF ANY SECURITY LISTED IN SCHEDULE A AGAINST THE TERMS OF THIS
AGREEMENT AND OBTAINING THE CONSENT AND APPROVAL FOR TRANSFER FROM A DESIGNATED
OFFICER OR AGENT OF TDI TO ENSuRE COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
4.2 FURTHER, EACH OF THE SHAREHOLDERS DESIGNATE AND AUTHORIZE TDI TO
ACT AS AN ENFORCEMENT AGENT FOR THE PURPOSES OF THIS AGREEMENT AND FuLLY AGREE
THAT TDI MAY SEEK, AS NECESSARY, AN INJUNCTIVE ORDER FROM A COURT OF COMPETENT
JURISDiCTION TO PREVENT THE SALE OR TRANSFER OF ANY TDI SHARES IN VIOLATION OF
THE TERMS OF THIS AGREEMENT AND SHALL FURTHER HAVE STANDING TO BRING AN ACTION
FOR AND ON BEHALF OF ITSELF AND ALL OF THE SHAREHOLDERS SUBJECT TO THIS
AGREEMENT FOR DAMAGES AGAINST ANY SHAREHOLDER WHO MAY VIOLATE THE TERMS OF THIS
AGREEMENT. IT IS FURTHER MUTUALLY STIPULATED AND AGREED THAT ANY SHAREHOLDER WHO
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COMPLETES A SALE, TRANSFER, OR ASSIGNMENT IN VIOLATION OF THE TERMS OF THIS
AGREEMENT SHALL BE LIABLE FOR DAMAGES EQUAL To THE TRANSFERRED VALUE OF THE
SECURITIES AT THE TIME OF TRANSFER BASED UPON MARKET VALUATION AND THAT THE
PROCEEDS OF SUCH SALE SHALL BE FORFEITED AND TENDERED TO TDI AS A CAPITAL
CONTRIBUTION, TOGETHER WITH ANY COSTS OF ATTORNEY FEES INCURRED IN COLLECTION AS
SET-OUt BY THIS AGREEMENT.
5.0 EMERGENCY RELEASE. IT IS UNDERSTOOD AND AGREED BY ALL PARTIES TO
THIS AGREEMENT THAT SHOULD A SHAREHOLDER HAVE A FINANCIAL OR FAMILY EMeRGENCY
REQUIRING THE SALE OF SHARES UNDER EXIGENT CIRCUMSTANCES TO PAY FOR SUCH
EMERGENCY, HE MAY rEQUEST OF TDI, WITHOUT NOTICE TO OR APPROVAL OF THE OTHER
SHAREHOLDERS SUBJECT TO THIS AGREEMENT, A RELEASE FROM THIS AGREEMENT FOR SUCH
EMERGENCY PURPOSES. EACH SHAREHOLDER AGREES AND UNDERSTANDS THAT TDI WILL BE
VESTED WITH FULL AND INDEPENDENT DISCRETION TO DETERMINE WHEN, IF, AND THE
AMOUNT Of SHARES REASONABLY NECESSARY IN THE EVENT OF SUCH PETITION NECESSARY TO
MEET SUCH EMERGENCY WHICH SHALL BE RELEASED FROM THE HOLD OFF PROVISIONS OF THIS
AGREEMENT. ALL APPLICATIONS FOR EMERGENCY RElEASE SHALL BE ADDRESSED TO TDI IN
WRITING AND TDI SHALL MAKE SUCH DETERMINATION IN WRITING AND ATTACH A COPY
NOTICING SUCH APPLICATION AND ITS REVIEW AND DETERMINATION TO THIS AGREEMENT.
EACH SHAREHoLDER AGREES TO FULLY HOLD HARMLESS AND INDEMNIFY TDI ITS OFFICERS
AND AGENTS FOR ANY DISCRETIONARY DECISION WHICH IT SHALL MAKE UNDER THE TERMS
AND PROVISIONS OF THIS SECTION AND TDI AGREES TO ACT WITH THE UTMOST GOOD FAITH
AND IMPARTIALITY IN APPROVING ANY RELEASES UNDER THIS SECTION, AS LIMITED TO
LEGITIMATE EMERGENCIES REQUIRING THE SALE OF SHARES. FOR ILLUSTRATION PURPOSES
ONLY, SUCH EMERGENCIES WOULD INCLUDE: MEDICAL TREATMENT, STAY OR FORECLOSURE OF
PERSONAL RESIDENCE, OR LIKE EXIGENT CIRCUMSTANCES. FINALLY, EACH SHAREHOLDER
RECOGNIZES AND CONSENTS THAT TDI HAS DESIGNATED MR. XXXXX SERVICE, A DIRECTOR,
TO ACT AS ITS AGENT FOR ALL REVIEWS AND DETERMINATION TO BE MADE PURSUANT TO
THIS PARAGRAPH.
6.0 NOTICES & SIGNATURES. IT IS AGREED AND UNDERSTOOD BETWEEN EACH OF
THE PARTIES TO THIS AGREEMENT THAT ANY NOTICE OR SERVICE REQUIRED TO BE MADE ON
ANY INDIVIDUAL SHAREHOLDER, SHALL BE GIVEN AT THE ADDRESS SET-OUT IN THE
SCHEDULE A ATTACHMENT. AS FOR TDI, NOTICE SHALL BE GIVEN AT ITS PRINCIPAL
EXECUTIVE OFFICES AT 0000 XXXXXXXXX XXXX, XXXXX 000, XXXXXXXXXX, XXXXXXX 00000.
SHOULD ANY PARTY CHANGE OR ALTER ITS ADDRESS, IT WILL BE THE RESPONSIBILITY OF
SUCH PARTY TO PROMPTLY PROVIDE TDI, OR IN THE CASE OF TDI TO THE OTHER PARTIES,
WITH A NOTICE AND CERTIFICATION OF CHANGE OF ADDRESS IN WRITING, WHICH WRITING
SHALL BE ATTACHED TO THIS AGREEMENT. IT IS FURTHER UNDERSTOOD AND AGREED THAT
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE PARTS BY THE vARIOUS SHAREHOLDERS AND
THAT ALL OF SUCH SIGNATURE PAGES SHALL BE ATTACHED AND INTEGRATED AS IF THEY
WERE A SINGLE SIGNATURE PAGE. FACSIMILE SIGNATURES , UNLESS CHALLENGED, SHALL BE
DEEMED EQUIVALENT TO ORIGINAL SIGNATURES.
7.0 MISCELLANEOUS.
7.1 THIS AGREEMENT SHALL BE BINDING UPON OR INURE TO THE BENEFIT OF ANY
HEIRS, ASSIGNS, OR SUCCESSORS IN INTEREST OF ANY PARTY HERETO.
7.2 THIS AGREEMENT SHALL BE APPLIED AND CONSTRUED IN ACCORDANCE WITH
NEVADA LAW.
7.3 SHOULD ANY TERM OR PROVISION OF THIS AGREEMENT BE FOUND VOID OR
VOIDABLE, THE BALANCE SHALL BE GIVEN FULL APPLICATION AND APPLIED SO FAR AS
POSSIBLE.
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7.4 ANY ERROR IN SYNTAX, USAGE, GRAMMAR, SPELLING, OR GENDER SHALL BE
GIVEN REASONABLE INTERPRETATION AND APPLIED IN ACCORDANCE WITH THE MANIFEST
INTENT OF THE PARTIES TO THIS AGREEMENT.
7.5 THIS AGREEMENT CONSTITUTES AN INTEGRATED AND FINAL AGREEMENT AND
SHALL NOT BE MODIFIED OR CHANGED BY PAROLE EVIDENCE. ANY AMENDMENT TO THIS
AGREEMENT IS REQUIRED IN WRITING AND SIGNED BY THE EFFECtED PARTIES.
7.6 THE RECITALS ARE INCORPORATED AS NECESSARY TERMS AND PROVISIONS OF
THIS AGREEMENT.
7.7 ANY CORPORATE ENTITY SIGNING THIS AGREEMENT REPRESENTS THAT IT HAS
FULLY AND DULY AUTHORIZED ITS UNDERSIGNED EXECUTIVE OFFICER TO EXeCUTE THIS
AGREEMENT PURSUANT TO RESOLUTION OF ITS BOARD OF DIRECTORS.
7.8 SHOULD ANY ACTION AT LAW OR EQUITY BE NECESSARY TO ENFORCE ANY TERM
OR PROVISION OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLED TO ALL
COSTS OF COURT AND REASONABLE ATTORNEY FEES INCURRED IN SUCH ACTION. ANY ACTION
OR CLAIM FOR INJUNCTIVE RELIEF UNDER THIS AGREEMENT SHALL NOT PREVENT THE
SEPARATE OR CONCURRENT AcTION OR CLAIM FOR MONETARY DAMAGES.
7.9 THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE AND BE OF NO FORCE OR
EFFECT NO LATER THAN SIXTEEN MONTHS FROM THE DATE OF EXECUTION, PROVIDED THAT
ANY REMEDIES SHALL SURVIVE THE TERMINATION DATE.
DATED THE DAY AND DATE FIRST ABOVE WRITTEN.
SHAREHOLDERS:
XXXXXX XXXXXXX XXXXXX XXXXXX
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SIGNATURE SIGNATURE
80,000 SHARES 49,795 SHARES
XXXXXX XXXXXX XXXXXX AND XXXX XXXXXX
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SIGNATURE SIGNATURE
29,291 SHARES 83,077 SHARES
XXXXXX XXXXXXXX XXXXX XXXXXXXXX
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SIGNATURE SIGNATURE
224,080 SHARES 10,000 SHARES
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XXX XXXXXX XXXXX XXXXXX
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SIGNATURE SIGNATURE
32,500 SHARES 20,000 SHARES
TRAVEL DYNAMICS, INC:
-------------------------------
BY: XXXXX XXXXXXX
ITS: PRESIDENT
TDI/HOLDOFF.AGR
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