AGREEMENT AMONG SHAREHOLDERS AND COMPANY
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THIS AGREEMENT (the "Agreement") is made the 8th day of June, 2000 by and
among Jack Marshall, Lisa Marshall (collectively referred to herein as
"Shareholders" and individually as a "Shareholder"), Intellect Capital Group,
LLC, a Delaware limited liability company ("ICG")and PhotoLoft.com, Inc., a
Nevada corporation (referred to herein as the "Company"), with reference to the
following facts:
Company is a corporation organized and existing under the laws of the State
of Nevada, and
WHEREAS, ICG and the Company have entered into that certain Stock Purchase
Agreement, dated as of April 7, 2000, (the "Purchaser Agreement") whereby, among
other things, ICG is purchasing shares of Series B Preferred Stock of the
Company; and
WHEREAS, under Section 6.4 of the Purchase Agreement, ICG, management of the
Company and certain investors in the Company have the right to designate
nominees to the Board of Directors of the Company (such designated nominees to
be referred to herein as the "Designees"); and
WHEREAS, the Shareholders shall receive substantial benefits from consummation
of the transactions evidenced by the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
obligations hereinafter set forth and other good and valuable consideration, the
parties hereto agree as follows:
1. Designees. For so long as the Shareholders own shares of Common Stock or
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preferred stock of the Company:
(A) Each Shareholder agrees to vote such shares in favor of the
Designees in order to cause their election to the Board of Directors.
(B) The Company agrees to nominate the Designees for election to the
Board of Directors of the Company and agrees to vote any shares over which it
has control of the voting rights in favor of such designees.
2. Term. In addition to any other termination provisions of this Agreement
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or any other termination provided by law, this Agreement shall terminate as to
the parties hereto and all rights and obligations hereunder shall cease upon:
(A) The unanimous written agreement of the parties; or
(B) Upon the adjudication of the Company as a bankrupt, the execution
by the Company of an assignment for the benefit of creditors, the appointment of
a receiver for the Company, or the voluntary dissolution of the Company.
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3. Equitable Remedies. Each party hereto recognizes and agrees that the
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violation of any term, provision, or condition of this Agreement may cause
irreparable damage to the other parties which is difficult to ascertain and that
the award of any sum of damages may not be adequate relief to such other party.
Each party therefore agrees that, in addition to all other remedies available in
the event of any breach of this Agreement, any other party shall have the right
to injunctive relief.
4. Documents. The parties to this Agreement and the executors and
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administrators of a deceased party shall execute and deliver all necessary and
proper documents and instruments necessary or appropriate to carry out the terms
and intent of this Agreement.
5. Notice. Any communications required or permitted to be given or made
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pursuant to this Agreement shall be in writing and either personally delivered
or sent by registered mail, return receipt requested, postage prepaid, to the
parties at the addresses set forth in Section 10.5, except that the Shareholders
address shall be the same as the Company's.
6. Applicable Law. The laws of the State of California shall govern the
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validity, interpretation, and enforcement of this Agreement.
7. Severability. If any of the provisions of this Agreement shall be
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unlawful, void, or for any reason unenforceable, they shall be deemed separable
from and shall in no way affect the validity or enforcement of the remaining
provisions of this Agreement.
8. Amendment - Revocation. This Agreement may be amended or revoked by the
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written agreement of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement this 8th day of
June 2000
PHOTOLOFT.COM, INC.
/S/ Jack Marshall
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Jack Marshall, Chairman and CEO
SHAREHOLDERS
/S/ Jack Marshall
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Jack Marshall
/S/ Lisa Marshall
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Lisa Marshall
INTELLECT CAPITAL GROUP, LLC
/S/ Terren S. Peizer
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Terren S. Peizer,
Chairman and CEO
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