EXHIBIT 4.4
AGREEMENT, dated May 4, 2001 between The Credit Store, Inc., a Delaware
corporation (the "Company"), and JLB of Nevada, Inc. (the "Holder"), having
mailing addresses at The Credit Store, Inc., 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
Xxxxx, Xxxxx Xxxxxx 00000 and JLB of Nevada, Inc., 000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxx, XX 00000, respectively.
WHEREAS, the Holder is the record and beneficial owner of 10,000 shares
of Series E preferred stock of the Company, constituting all of the issued and
outstanding shares of such Series E preferred stock (the "Preferred Stock");
WHEREAS, concurrently with the execution and delivery hereof, the
Company and the Holder have entered a waiver and extension agreement, whereby
the Holder has agreed to extend several past due payments under and otherwise
amend several subordinated grid promissory notes made by the Company and
American Credit Alliance, Inc., a wholly-owned subsidiary of the Company, to the
order of the Holder, all as set forth in a letter agreement dated the date
hereof (the "Letter Agreement"); and
WHEREAS, the board of directors of the Company has determined the
execution and delivery of this Agreement in consideration of the execution and
delivery by the Holder of the Letter Agreement is in the best interest of the
Company and its stockholders.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Exchange Privilege.
From and after August 31, 2001 to and including August 30, 2006, the
Holder shall have the irrevocable right, exercisable in whole or from time to
time in part to exchange all or any portion of the Preferred Stock for that
number of shares of common stock, par value $.001 per share of the Company (the
"Common Stock"), as the Holder would have received had he elected, prior to the
stated expiration date of the conversion privilege set forth in Article IV.F.5
of the Company's restated certificate of incorporation, to convert the number of
shares of Preferred Stock being exchanged into Common Stock pursuant to Article
IV.F.5 of the Company's restated certificate of incorporation. All of the
provisions of Article IV.F.5 of the Company's restated certificate of
incorporation (other than the stated expiration date of the conversion
privilege) shall be applicable to exchanges made pursuant hereto, except that
references to "conversion" shall be deemed to be references to "exchange".
Section 2. Miscellaneous.
A. Choice of Law. This Agreement shall be construed in accordance with,
and any dispute arising in connection herewith shall be governed by, the laws of
the State of Delaware applicable to contracts made and to be performed in said
State.
B. Assignment. This Agreement shall be binding upon the parties and
their respective successors and assigns, it being understood Holder may assign
Holder's rights under this Agreement from time to time in whole or in part with
any transfer by Holder of any shares of Holder's Preferred Stock.
C. Notices. Any notice required or permitted to be given in connection
with this Agreement shall be deemed given when made in writing upon receipt at
the address of the parties first above written.
D. Amendment to Certificate of Incorporation. At the request of either
party, the Company will cause an appropriate certificate of amendment to the
Company's Restated Certificate of Incorporation extending the expiration date of
the conversion privilege of the Preferred Stock to the expiration date of the
exchange privilege provided for herein to be voted upon by shareholders of the
Company at any annual meeting of the Company's shareholders.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its representative thereunto duly authorized and the Holder has
executed this Agreement as of the day and year first above written.
THE CREDIT STORE, INC.
By:
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JLB OF NEVADA, INC.
By:
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Xxx Xxxxxxxx
