THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A DEBENTURE
PURCHASE AGREEMENT DATED AS OF ______, 19___, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST
TO THE SECRETARY OF THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT
TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED
(INCLUDING UNDER REGULATION S) UNDER THE ACT. TRANSFER OF SUCH SECURITIES IS
PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
ACT (RULE 901 THROUGH 905, AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION
UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND
HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.
$______ GenesisIntermedia.com, Inc.
_________, 19__
DEBENTURE
GenesisIntermedia.com, Inc., a Delaware corporation (the "Maker"), for
value received, promises to pay to the order of ______________, a _________
company (the "Creditor"), at its offices located at ___________________________,
or at such other place as the holder of this Debenture may from time to time
designate in writing, the principal sum of ________________ United States
Dollars (US$__________), together with interest from the date of funding the
purchase price of this Debenture on the unpaid principal balance at a rate equal
to __________ Percent (_____%) per annum, computed on the basis of twelve 30-day
months. All principal and accrued but unpaid interest hereunder is payable (i)
on the thirtieth (30th) day following the date on which the Maker's registration
statement on Form SB-2 (File No. 333-66281) (the "Registration Statement") is
declared effective by the United States Securities and Exchange Commission (the
"SEC") (the "Maturity Date") or (ii) in the event that the Maker's Registration
Statement has not been declared effective by the SEC within 180 days of the date
of this Debenture (the "Registration Period"), upon the demand of the Creditor.
This Debenture shall be subject to the following additional terms and
conditions:
SECTION 1. AGREEMENT.
This Debenture is issued pursuant to that certain Debenture Purchase
Agreement (the "Agreement") between the Maker and the Creditor dated as of May
18, 1999, and is entitled to the benefits of such Agreement. All capitalized
terms that are used in this Debenture but not otherwise defined herein are
intended to have the meanings assigned to such terms in the Agreement.
Section 2. Payment of Principal and Interest.
(a) Within ten (10) days of the last day of each quarter of the fiscal
year, commencing on June 30, 1999, the Maker shall make payments of accrued and
unpaid interest on this Debenture. The entire unpaid principal and accrued but
unpaid interest on this Debenture shall be due and payable in full (i) on the
Maturity Date or (ii) in the event that the Registration Statement has not been
declared effective with the Registration Period, upon the demand of the
Creditor.
(b) Except as otherwise provided herein, all sums payable hereunder
shall be paid in lawful money of the United States of America which shall be
legal tender for public and private debts at the time of payment. If the payment
to be made hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day. "Business Day" means
any day other than a Saturday, Sunday, or a day on which banking institutions
<PAGE>
are authorized or required to close. All payments shall be credited first toward
interest then due and the remainder toward principal. This Debenture may be
prepaid in whole or in part without penalty or premium or the written consent of
the holder hereof.
SECTION 3. SUBORDINATION.
This Debenture shall be subject to customary forms of subordination
agreement requested from time to time by holders of Senior Indebtedness and, the
Maker may request that the Creditor execute such forms of subordination
agreement, which request shall not be unreasonably refused. "Senior
Indebtedness" as used herein shall mean any indebtedness of the Company that by
its terms provides that it is senior to the indebtedness evidenced by this
Debenture.
SECTION 4. EVENTS OF DEFAULT.
Upon the occurrence of any Event of Default, then, at the option of the
holder hereof, all sums owing and to become owing hereon shall become
immediately due and payable. After the occurrence and during the continuance of
any Event of Default, all payments on this Debenture shall be applied first to
the payment of any costs, fees or other charges incurred in connection with the
indebtedness evidenced hereunder, next to the payment of accrued interest, and
then to the reduction of the principal amount hereof. "Event of Default" shall
include any of the following:
(a) The Maker shall fail to pay any portion of principal or interest
owing under this Debenture when due;
(b) The Maker shall fail to perform or observe in any material respect
any other term, covenant or agreement contained in this Debenture on the
Maker's part to be performed or observed and any such failure shall remain
unremedied for ten (10) days after written notice thereof shall have been
given to the Maker by the holder hereof; or
(c) The Maker shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors;
or any proceeding shall be instituted by or against the Maker seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief of the appointment of a receiver, trustee or other similar official
for it or for any substantial part of its property.
SECTION 5. ATTORNEYS' FEES; WAIVER OF DEMAND, AND OTHER COSTS AND EXPENSES.
If action is instituted to collect this Debenture, the Maker promises
to pay all costs and expenses, including reasonable attorneys' fees, incurred in
connection with such action. The obligations to make the payments provided for
in this Debenture are absolute and unconditional and not subject to any defense,
set-off, counterclaim, rescission, recoupment or adjustment whatsoever. The
Maker hereby expressly waives demand and presentment for payment, notice of
nonpayment, notice of default, dishonor, protest, notice of protest, bringing of
suit and diligence in taking any action to collect any amount called for
hereunder, and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereon, regardless of and without any notice,
diligence, act or omission with respect to the collection of any amount called
for hereunder.
2
<PAGE>
SECTION 6. NO ASSIGNMENT.
Neither this Debenture nor any of the rights, interests or obligations
hereunder may be assigned, by operation of law or otherwise, in whole or in
part, by the Maker without the prior written consent of the holder except in
connection with an assignment in whole to a successor corporation to the Maker
in a merger of the Maker or a sale of all or substantially all of the Maker's
property and assets and then only if the holder's rights hereunder are not
impaired.
SECTION 7. NO WAIVER; AMENDMENTS; REMEDIES; ETC.
Neither acceptance by the holder of partial or delinquent payment nor
any failure on the part of the holder to exercise, or any delay in exercising,
any right under this Debenture or under applicable law shall operate as a waiver
of any obligation of Maker or any right of the holder, and no single or partial
exercise of any right under this Debenture shall preclude any other or further
exercise thereof or the exercise of any other right. No waiver, amendment,
alteration or other modification of any provision of this Debenture shall in any
event be effective unless the same shall be in writing and signed by the holder.
The remedies provided in this Debenture are cumulative and not exclusive of any
remedies provided by law. All of the covenants, provisions, and conditions
herein contained are made on behalf of, and shall apply to and bind the
respective distributees, personal representatives, successors, and assigns of
the parties hereto, jointly and severally.
SECTION 8. GOVERNING LAW.
This Debenture shall be deemed to be a contract made under the laws of
the State of California and shall be construed in accordance with the laws of
the State of California, without regard to the conflicts of law provisions of
the State of California or of any other state.
3
<PAGE>
EXECUTED as of the date first above written.
GENESISINTERMEDIA.COM, INC.,
a Delaware corporation
By:_______________________
Ramy El-Batrawi
President
<PAGE>
SCHEDULE OF OMITTED DEBENTURES
Debenture to Asty Capital AG
Debenture to Newbury Management, Ltd.
Debenture to Builders (Int'l) Ltd.
