VI.DAE:CJVE2
September 14, 2000
VIA FACSIMILE 000-000-0000
Xxxx Xxx Xxxxxx
President & CEO
Ozona Corporation
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Re: Xxx Xxxxxx
Dear Xxxx:
The purpose of this letter is to state the material terms of the
agreements between Ugly Duckling Corporation ("UDC") and the beneficiaries
and/or representative of the estate of Xxx Xxxxxx ("Xxxxxx"). UDC and Xxxxxx
have agreed to the following:
1. Xxxxxx holds approximately 96,000 shares of common stock of UDC
(the "UDC Stock"). The UDC Stock is held by the brokerage firm of
Xxxx Capital Partners, Inc. ("Xxxx"). Provided UDC obtains the
required approval of its creditor - General Electric, UDC shall
purchase and Xxxxxx shall sell all UDC Stock pursuant to a trade
executed by Xxxx within 30 days after UDC obtains the required
approval. The purchase price of the UDC Stock shall be $672,000.00
($7.00/share). UDC shall pay the purchase price for the UDC Stock
directly to Xxxx for application and disbursement by Xxxx.
2. Xxxxxx holds options to acquire 78,500 shares of common stock of
UDC (the "UDC Options"). UDC agrees to vest all unvested UDC
Options so that all UDC Options held by Xxxxxx are fully vested
and may be exercised at the prices provided in the Option
Agreements. The current value of the UDC Options is estimated to
be approximately $86,250.00 (the "UDC Options Value"). Xxxxxx
hereby waives, releases and cancels the UDC Options in
consideration of a payment by UDC to Xxxxxx of an amount equal to
the UDC Options Value. The UDC Options Value amount shall be paid
by UDC to Xxxxxx within 10 days after the date of this Agreement.
3. Xxxxxx is indebted to UDC under two Promissory Notes, one in the
original principal amount of $100,000.00, dated November 24, 1997,
and one in the original principal amount of $200,000.00, dated
September 3, 1998 (the "Promissory Notes"). The principal balance
due under the Promissory Notes is $300,000.00. The interest
accrued and due under the Promissory Notes due through June 30,
2000, is $51,392.89. UDC hereby waives all principal and interest
due under the Promissory Notes.
Page Two
Xxxx Xxx Xxxxxx
September 14, 2000
If this letter accurately states the material terms of our agreements
regarding the transactions between UDC and Xxxxxx, please acknowledge acceptance
by signing this letter and returning it to me at your earliest convenience. If
you have any questions or comments regarding this statement of the material
terms of the agreements, please contact me at 000-000-0000.
Xxxx, your assistance and cooperation in these matters is greatly
appreciated by everyone at Ugly Duckling Corporation.
Very truly yours,
Xxxxx Xxxxxx
Chairman
cc: Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxxx
Accepted this ___ day of September, 2000.
-----------------------------
Xxxx Xxx Xxxxxx
Under Power of Attorney for
Xxxx Xxxxxx
