SHAREHOLDER JOINDER AND INDEMNITY AGREEMENT
This SHAREHOLDER JOINDER AND INDEMNITY AGREEMENT is entered into as of
April 1, 2000 (this "Agreement"), among the shareholders of Car Rental
Direct.com, Inc., a corporation organized under the laws the State of Nevada
(the "Company"), listed on Annex I hereto (the "Joining Shareholders"), Brian
Woods, Keenan Cheung and GenesisIntermedia.com, Inc., a corporation organized
under the laws of State of Delaware (the "Purchaser").
In consideration of (a) the consideration to be paid by the Purchaser to
the Joining Shareholders under the Stock Purchase Agreement, dated as of April
1, 2000, among the Company, Brian Woods, Keenan Cheung and the Purchaser (the
"Purchase Agreement"), and (b) the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. JOINDER.
Section 1.1. Joinder to Purchase Agreement. Each of the Joining
Shareholders, jointly and severally with all other Joining Shareholders and
Brian Woods and Keenan Cheung (collectively, the "Company Shareholders"), hereby
agrees to join in the Purchase Agreement as an integral party thereto and
further agrees that all references in the Purchase Agreement to a "Stockholder"
or to the "Stockholders" shall be deemed to include such Joining Shareholder as
if such Joining Shareholder had been an original party to the Purchase
Agreement.
Section 1.2. Representations and Warranties of Joining Shareholders. Each
Joining Shareholder, jointly and severally with all other Company Shareholders,
represents and warrants to the Purchaser that each of the representations and
warranties set forth in Section 4 of the Purchase Agreement is true and correct,
and, without limiting the forgoing, each Joining Shareholder specifically
represents and warrants to the Purchaser that the representations and warranties
set forth in Section 4.33 of the Purchase Agreement is true and correct with
respect to such Joining Shareholder.
Section 1.3. Representations and Warranties of All Shareholders. Each
Joining Shareholder, Brian Woods and Keenan Cheung, jointly and severally with
all other Company Shareholders, represents and warrants to the Purchaser that
the authorized and issued capital of the Company immediately prior to the
Closing (as defined in the Purchase Agreement) is as set forth in Annex II to
this Agreement.
Section 1.4. Indemnity. Each Joining Shareholder, jointly and severally
with all other Company Shareholders, agrees to (a) indemnify the Purchaser, its
Affiliates and Representatives (as each term is defined in the Purchase
Agreement) as if the Joining Shareholder was a Stockholder under and in
accordance with Section 9 of the Purchase Agreement, as if such Section was set
forth herein, and (b) to be bound by the provisions set forth in Section 6 of
the Purchase Agreement, as if each such Section was set forth herein.
SECTION 2. NOTICES.
All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered personally
or by facsimile transmission or mailed (first class postage prepaid) to the
parties at the following addresses or facsimile numbers:
If to any Company Shareholder:
In care of the Company
If to the Company, to:
Car Rental Direct.com, Inc.
765 The City Drive #105
Orange, CA 92868
Attn: Brian Woods
Fax : (___) ___-____
If to the Purchaser, to:
GenesisIntermedia.com, Inc.
5805 Sepulveda Blvd., 4th Floor
Van Nuys, CA 91411
Attn: Ramy El-Batrawi
Fax : (818) 902-4301
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice, request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other party hereto.
SECTION 3. INTERPRETATION.
This Agreement shall be governed by and construed in accordance with the
laws of State of California.
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SECTION 4. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement between the parties, and
may be changed only by an agreement in writing signed by the parties.
SECTION 5. HEADINGS.
Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations of
this Agreement.
SECTION 6. ARBITRATION.
Any and all disputes arising out of or in connection with the negotiation,
execution, or interpretation of this Agreement shall be finally settled by
arbitration in accordance with the rules of the American Arbitration Association
by a single arbitrator familiar with the securities industry. The arbitration
will be held in the City of Los Angeles, California, on consecutive business
days. The award rendered shall be final and binding upon the parties. Judgment
on any award may be entered in any court having jurisdiction over the parties or
their assets. The costs of the arbitration shall be as awarded by the
arbitrator. Each party will pay their own attorneys' fees and costs, unless
otherwise determined by the arbitrator.
[Signatures on following page]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each party hereto as of the date first above
written.
THE COMPANY: CAR RENTAL DIRECT.COM, INC.,
a corporation organized under the
laws of State of Nevada
By: _______________________________
Name:
Title:
THE PURCHASER: GENESISINTERMEDIA.COM, INC.,
a corporation organized under the
laws of Delaware
By: _______________________________
Name:
Title:
COMPANY SHAREHOLDERS: As executed on the signature pages attached hereto.
COMPANY SHAREHOLDERS: GEORGE WRIGHT
---------------------------
PRESTON TYREE
---------------------------
TIGE YEARGIN
---------------------------
FRED CHEUNG
---------------------------
JACQUELINE TRAY
---------------------------
OLIN L. DIXON
---------------------------
MORGAN NIKO, INC.
By: _______________________
Name:
Title:
MARCUS LUNA
---------------------------
Annex I
Joining Shareholders
1. George Wright
2. Preston Tyree
3. Tige Yeargin
4. Fred Cheung
5. Jacqueline Tray
6. Olin L. Dixon
7. Morgan Niko, Inc.
8. Marcus Luna
Annex II
Company Capitalization
Authorized capital stock of Company:
_________ shares of common stock par value $______ per share
Shares are issued and outstanding:
_________ shares of common stock par value $______ per share
Shareholders Number of Shares
Brian Woods
Keenan Cheung
George Wright
Preston Tyree
Tige Yeargin
Fred Cheung
Jacqueline Tray
Olin L. Dixon
Morgan Niko, Inc.
Marcus Luna