UNCONDITIONAL TENDER OF AUTOCORP
PREFERRED AND COMMON STOCK
This Unconditional Tender of AutoCorp Preferred and Common Stock
("Tender") is made and entered into by and between AutoCorp Equities, Inc.
("AutoCorp") and AutoPrime, Inc.
("AutoPrime), effective December 30, 1998.
RECITALS:
A. As a part of the "Transaction" described in a certain "Master
Agreement" of even date, to which reference is hereby made,
AutoPrime shall release AutoCorp from $1,787,709.11 of
"repurchase obligation".
B. As a part of the same Master Agreement, AutoPrime shall
release AutoCorp from $2,000,000.00 of additional "repurchase
obligations" owed by Consumer Investment Company ("CIC") and
Lenders Liability Company, Inc. ("LLCI") to AutoPrime and
guaranteed by AutoCorp.
C. As an adjunct to the Transaction, AutoCorp shall release
AutoCorp from $125,000.00 of principal indebtedness and
$137,044 of accrued interest due to AutoPrime on a certain
$3,000,000.00 promissory note executed by AutoCorp, CIC and
LLCI (defined in paragraph 3, below) and dated effective
October 31, 1997.
D. In consideration for such release, AutoCorp has agreed to a
future issue and delivery of certain of its Series A Preferred
Stock and Common Stock to AutoPrime, subject to this Tender.
TENDER:
In consideration of the premises, and the mutual agreements and
covenants of the parties hereto, the parties agree as follows:
1. AutoPrime shall, and does hereby, release AutoCorp from the
three indebtednesses described in the foregoing Recitals A, B,
and C and shall contemporaneously execute such release
documents as may be reasonably requested by AutoCorp.
2. In exchange for such releases, AutoCorp hereby unconditionally
tenders to AutoPrime the following shares of its authorized
Series A Preferred and Common Stock (collectively, the
"Shares"):
(a) 1,787,709 shares of Series A Preferred Stock (re: Recital
A).
(b) 1,290,776 shares of Series A Preferred Stock and
1,091,113 shares of Common Stock (re: Recital B).
(c) 262,044 shares of Series A Preferred Stock (re: Recital
C).
3. With respect to the 262,044 shares of Series A Preferred Stock
described in paragraph 2,c of this Tender, those shares are
the subject of a certain letter dated December 30, 1998, from
AutoPrime's counsel, X. X. Xxxxx, III, to Xxxxxxx X. Xxxxxxx,
President of Consumer Investment Corporation ("CIC") and of
Lenders Liability Company, Inc. ("LLCI"). The described
262,044 shares are a part of the 3,500,000 shares of Series A
Preferred Stock pledged by CIC and LLCI to AutoPrime on
December 30, 1998, as a part of the Transaction. The 3,500,000
shares are held by AutoPrime which, as a part of this Tender,
does hereby instruct AutoCorp to segregate such 262,044 shares
from the 3,500,000 of Series A Preferred Stock shares so
pledged, and hold the same for AutoPrime's benefit, pursuant
to this Tender.
4. On or before December 31, 1999, but not before May 31, 1999,
AutoPrime shall accept the tender of all of the Shares if
AutoPrime shall have received approvals, satisfactory to
AutoPrime's counsel, from the Office of Thrift Supervision
and/or all other governmental regulatory agencies having
authority over and supervision of entities (like AutoPrime)
which are controlled by regulated financial institutions, with
respect to the ownership by such entities of securities issued
by public or private corporations (the "Approval").
5. Neither AutoPrime, nor its designee, may accept tender of all
or part of the Shares until such time, after May 31, 1999, as
(i) the Approval is received, or (ii) such Approval is not
legally required, or (iii) AutoPrime, in its sole discretion,
may designate.
6. AutoCorp's tender of the Shares is unconditional and without
reservation. Acceptance of such tender by AutoPrime, and the
issuance by AutoCorp of securities to AutoPrime, is controlled
by this Tender.
7. If, by December 31, 1999, AutoPrime has not accepted any part
or all of the securities tendered Shares, or if AutoCorp, upon
AutoPrime's acceptance of AutoCorp's tender, or if AutoCorp
fails or refuses to issue and deliver any part or all of the
tendered Shares, then AutoPrime's release of AutoCorp debt
shall be rescinded by AutoPrime to the extent (pro rata by
number of shares and by category) that tendered Shares are not
timely received by AutoPrime. All of such unreleased debt
shall, upon written demand by AutoPrime to AutoCorp, become
immediately due and payable, along with interest thereon at
the rate of 8% per annum from December 31, 1998, until paid
in full.
8. This Tender is binding upon the parties hereto and each of
their successors and assigns; is not assignable; shall be
construed and interpreted under the laws of the State of
Texas; and shall be considered and enforced only by a court of
competent jurisdiction sitting in Dallas County, Texas, the
county agreed to be the sole venue for all issues and disputes
arising hereunder.
9. If any party shall breach any provision of this Agreement, or
fail to timely and promptly perform as required hereunder, the
breaching party shall be liable to all other parties for all
damages directly or indirectly arising from or related to such
breach, including, as damages, all attorneys fees, costs and
expenses paid or incurred by the non-breaching party(ies) for
the protection, preservation or prosecution of any rights or
benefits directly or indirectly arising under or related to
this Agreement.
Executed effective December 30, 1998.
AUTOCORP EQUITIES, INC.
By: /s/ Xxxxxxx Xxxxxx,
--------------------
Xxxxxxx Xxxxxx,
President
AUTOPRIME, INC.
By: /s/ Xxxxxx X. Xxxxx,
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Xxxxxx X. Xxxxx,
President
