GenesisIntermedia.com, Inc.
April 1, 1999
[Name]
[Address]
[Address]
Attn:
Re: GenesisIntermedia.com, Inc./[Company Name]
Dear ___________:
This letter agreement is made with reference to that certain Securities
Purchase Agreement (the "Agreement") dated as of _________, 1999 between
_________________, a British Virgin Islands company ("_________"), and
GenesisIntermedia.com, Inc., a Delaware corporation (the "Company"), pursuant to
which the Company (i) offered and sold to __________ [_______] shares of Series
A Convertible Preferred Stock of the Company, par value $.001 (the "Preferred
Stock"), and warrants to purchase [_____] shares of the common stock of the
Company, par value $.001 (the "Warrants"), in consideration of the payment by
Codicom to the Company of _________________ United States Dollars (US$_________)
(the "Purchase Price") and (ii) agreed to adjust the effective purchase price of
shares of the Company's common stock sold to _______________ pursuant to that
certain Securities Purchase Agreement dated as of ___________, 1999 (the "Prior
Agreement") to equal the purchase price of the shares of common stock underlying
the Preferred Stock and the Warrants sold pursuant to the Agreement. This letter
agreement confirms the mutual agreement of ____________ and the Company to amend
the Agreement as follows (terms used but not defined herein shall have the
meanings ascribed to them in the Agreement):
1. Section 1.1 of the Agreement presently provides for the delivery by
________ of the Purchase Price through the escrow established pursuant to that
certain escrow agreement dated as of ______, 1999 between the Company and
Citibank, N.A. It is hereby confirmed and agreed that Codicom shall deliver the
Purchase Price to the Company through the escrow established pursuant to that
certain escrow agreement dated as of ________, 1999 among the Company,
______________ (the "Selling Agent") and Nida & Maloney, P.C. (the "Escrow
Agreement"), pursuant to which the Company and the Selling Agent appointed Nida
& Maloney, P.C. as escrow agent (the "Escrow Agent"). On the Closing Date of the
transaction contemplated by the Agreement the Company shall deliver certificates
representing the Preferred Stock and the Warrants to ____________ through the
Escrow Agent and __________ shall deliver the Purchase Price to the Company by
wire transfer of immediately available funds to the following escrow account:
<PAGE>
[Company Name]
April 1, 1999
Page 2
ABA #____________
Attorney Trust Account
Account #____________
Attn: _________
GenesisIntermedia.com, Inc. - ___________ Transaction
2. Section 3.3(f) of the Agreement presently provides that the Company
shall issue to _________, on the terms and subject to the conditions set forth
in Section 1.1 of the Agreement, warrants to purchase _______shares of the
common stock of the Company. It is hereby confirmed and agreed that the Company
shall issue to ________, on the terms and subject to the conditions set forth in
Section 1.1 of the Agreement, warrants to purchase an additional ______ shares
of the common stock of the Company, bringing the aggregate number of shares of
common stock of the Company issuable upon exercise of the warrants to ________,
in order to effect the adjustment of the purchase price of the shares sold under
the Prior Agreement.
3. It is hereby confirmed and agreed that the Preferred Stock shall be
issued on the terms specified in the Certificate of Designation, Rights and
Preferences of the Series A Convertible Preferred Stock of
GenesisIntermedia.com, Inc. filed with the Delaware Secretary of State on April
1, 1999, attached hereto as Exhibit A.
Please confirm your agreement to the foregoing by signing a copy of
this letter in the space indicated below and returning the same to our office.
Please contact me at (818) 464-7270 if you have any questions regarding this
matter.
Very truly yours,
GENESISINTERMEDIA.COM, INC.
By:_________________________
Ramy El-Batrawi
Chairman
THE FOREGOING AMENDMENTS TO THE
AGREEMENT ARE CONSENTED AND
AGREED TO BY THE UNDERSIGNED:
By:____________________________
Name:
Title:
<PAGE>
SCHEDULE OF OMITTED LETTER AGREEMENTS
Letter Agreement by and between Codicom Technologies, Ltd. and Registrant dated
April 1, 1999.
Letter Agreement by and between Denmore Investments, Ltd. and Registrant dated
April 1, 1999.
