STANDSTILL AGREEMENT
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THIS STANDSTILL AGREEMENT, effective July 13, 2000 (this "Agreement"), is
made and entered into by and among TravelNow Inc., a Florida corporation
("TravelNow") and the undersigned individual holders of TravelNow's capital
stock (each individually a "Stockholder" and collectively the "Stockholders").
RECITALS
WHEREAS, 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 Schedule A attached hereto along with 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
(collectively, the "Common Stock");
WHEREAS, TravelNow and the Stockholders agree that in order to protect the
long-term value of the Common Stock, it is in the best interest of both
TravelNow and the Stockholders for the Stockholders to retain ownership of the
Common Stock pursuant to the terms of this Agreement; and
WHEREAS, TravelNow and Stockholder desire to enter into this Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises hereinafter made,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Limitations. For a period of one (1) year from the date of this
Agreement, without the prior written consent of the Board of Directors of
TravelNow, specifically expressed in a resolution adopted by a majority of the
directors of TravelNow who are not affiliates of the Stockholder in question or
any corporation or other entity controlling, controlled by or under common
control with the Stockholder in question (each a member of the "Stockholder
Group"), no Stockholder shall, nor shall any Stockholder permit any member of
his/her Stockholder Group to, in any manner, directly or indirectly:
(a) transfer, sell, pledge or encumber, or offer or agree to transfer,
sell, pledge or encumber, directly or indirectly, any of the Common
Stock, provided, however, that a Stockholder may (i) transfer Common
Stock in a privately negotiated transfer in which the transferee
agrees to bound by the terms of this Agreement and executes a copy
hereof (each a "Permitted Transferee"), or (ii) pledge or encumber, in
the aggregate, thirty percent (30%) of the shares of Common Stock held
by such Stockholder; or
(b) publicly announce or disclose any intention, plan or arrangement
inconsistent with the foregoing.
2. Non-Conforming Transfers Void. Any transfer, sale, pledge or encumbrance
or attempted transfer, sale, pledge, or encumbrance of 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.
3. Consideration. Each Stockholder acknowledges that in return for his/her
promises under this Agreement, he/she is receiving the benefit preserving the
value of the Common Stock through the mutual agreement of the other Stockholders
and that such benefit together with other good and valuable consideration set
forth in Schedule A attached hereto, is sufficient consideration for his/her
promises hereunder.
4. No Limitation on Acquisition. Except as expressly set for the 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).
5. Merger Clause. 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.
6. Headings; Interpretation. The section headings used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be invalid, illegal
or unenforceable under any applicable law or rule in any jurisdiction, such
provision will be ineffective only to the extent of such invalidity, illegality,
or unenforceability, without invalidating the remainder of this Agreement. 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.
7. Choice of Law. This Agreement shall be construed, performed and enforced
in accordance with, and governed by the internal laws of the State of Missouri,
without giving effect to the principles of conflicts of law thereof, and each
party consents to personal jurisdiction in such state and voluntarily submits to
the jurisdiction of the courts of such state in any action or proceeding
relating to this Agreement.
8. Modification; Waiver. 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.
9. Remedy. 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.
10. Notices. All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):
(a) If to TravelNow: With a copy to:
XxxxxxXxx.xxx, Inc. Shook, Hardy & Bacon LLP
000 Xxxx Xxxxxxx Xxxx, Xxxxx 000 0000 Xxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000
Facsimile No.: (000)-000-0000 Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx Attn.: Xxxxx X. Xxxxxxx, Esq.
(b) If to a Stockholder or Permitted Transferee:
At the address set forth in TravelNow's corporate records.
11. Counterparts. This Agreement may be executed in counterparts, all of
which shall be taken together as one and the same instrument.
12. Successors and Assigns. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and inure to the benefit of TravelNow, its
successors and assigns, and each Stockholder and his/her successors and assigns,
provided, however, that no Stockholder may assign this Agreement without the
express written consent of TravelNow.
13. Further Assurances. 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. 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
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Name: Xxxx Xxxxxx
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Title: CEO
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STOCKHOLDERS:
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
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By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxxx
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By: /s/ Xxxxx X Xxxxxxxxxx
/s/ Xxxx X Xxxxxxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxx X Xxxxxxxxxx
& Xxxx X Xxxxxxxxxx Name: Xxxxx Xxxxx
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By: /s/ Xxxx X Xxxxxxx
/s/ Xxxxxx X Xxxxxxx By: /s/ Xxxx Xxxxxx
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Name: Xxxx X Xxxxxxx & Xxxxxx X Xxxxxxx Name: Xxxx Xxxxxx
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By: /s/ Xxxxxx XxXxxxxx By: /s/ Xxxxx X Xxxxxx
/s/ Xxxxx X XxXxxxxx /s/ Xxxxx X Xxxxxx
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Name: Xxxxxx XxXxxxxx
& Xxxxx X XxXxxxxx Name: Xxxxx X Xxxxxx & Xxxxx X Xxxxxx
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By: /s/ Xxxxxxx Xxxxxxx
By: /s/ Xxxxxx Xxxxx /s/ Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxxxx & Xxxxxxx Xxxxxxx
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By: /s/ Xxxxxx Xxxxx By:
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Name: Xxxxxx Xxxxx Name:
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By: /s/ Xxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxx Luvey
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Name: Xxxx Xxxxxxxxxx
& Xxxxxx Xxxxxxxxxx Name: Xxxx Luvey
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By: By:
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Name: Xxxxx Xxxxxxxx Name:
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By: /s/ Xxx Xxxxxx
/s/ Xxxxxxxx Xxxxxx By:
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Name: Xxx Xxxxxx & Xxxxxxxx Xxxxxx Name:
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By: /s/ Xxxxx Xxxxx By:
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Name: Xxxxx Xxxxx Name:
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By: /s/ Xxxxxx Xxxxxxx By:
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Name: Xxxxxx Xxxxxxx Name:
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XXXXXXXXX.XXX INC.
STANDSTILL AGREEMENT
SCHEDULE A
Number
Shareholder Names Of Shares Consideration
----------------- --------- -------------
Xxxx Xxxxxx 1,895,067 $189.51
Xxxxx Xxxxx 1,832,767 $183.28
Xxxxx X. Xxxxxxxxxx & Xxxx X. Xxxxxxxxxx 1,376,569 $137.66
Xxxx X. Xxxxxxx & Xxxxxx X Xxxxxxx 439,719 $ 43.97
Xxxxxx XxXxxxxx and Xxxxx X XxXxxxxx 420,065 $ 42.01
Xxxxxx Xxxxx 299,812 $ 29.98
Xxxxxxx X. Xxxxxxxx 282,705 $ 28.27
Xxxxx Xxxxxxxx 133,250 $ 13.32
Xxxxx Xxxxx 133,250 $ 13.32
Xxxx Xxxxxx 106,601 $ 10.66
Xxxxx X. Xxxxxx & Xxxxx X. Xxxxxx 83,272 $ 10.00
Xxxxx Xxxxxxx & Xxxxxxx Xxxxxxx 74,618 $ 10.00
Xxxxxx Xxxxx 66,623 $ 10.00
Xxxx Xxxxxxxxxx & Xxxx X. Xxxxxxxxxx 42,642 $ 10.00
Xxxxx Xxxxxxxx 32,411 $ 10.00
Xxxxxx Xxxxxxx 20,987 $ 10.00
Xxxx Xxxxxx 7,000 $ 10.00
Xxx Xxxxxx and Xxxxxxxx Xxxxxx 33,311 $ 10.00
Xxxxx Xxxxx and Xxxxx Xxxxx 29,737 $ 10.00
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7,310,406 $781.98
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* Based upon [*$0.0001*] per share but in no event less than $10.00.
