AGREEMENT TO ISSUE ADDITIONAL PREFERRED STOCK
This Agreement to Issue Additional Preferred Stock ("Agreement") is
made and entered into by and between AutoCorp Equities, Inc. ("AutoCorp"),
AutoPrime, Inc. ("AutoPrime"), Consumer Investment Company ("CIC") and Lenders
Liquidation Center, Inc. ("LLCI"), effective on the date shown below.
RECITALS
A. By separate agreement and for valuable consideration, AutoCorp
has issued and delivered to Consumer Investment Corporation
("CIC") and Lenders Liquidation Centers, Inc. ("LLCI"),
3,500,000 shares of Series A Non-Cumulative Convertible
Preferred Stock of AutoCorp (the "Series A Preferred Stock").
B. By separate agreement and for valuable consideration, CIC and
LLCI have pledged the Series A Preferred Stock as collateral
to secure various obligations owed by CIC and LLCI to
AutoPrime, both of them representing to AutoPrime that the
value of the Preferred Stock does not now, nor shall it later,
have value of less than $3,500,000.00.
C. AutoPrime, relying on CIC/LLCI's representation of value of
not less than $3,500,000.00, has agreed not to seek immediate
payment of various obligations presently owed by CIC and LLCI
to AutoPrime.
D. Contemporaneously, and as a part of a contemporaneous
transaction involving AutoCorp, AutoPrime, CIC, LLCI and
others detailed in a certain Master Agreement of even date
(the "Transaction") and in order to induce AutoPrime (i) to
make certain concessions as a part of the overall
transaction, (ii) to continue the extension of credit to CIC
and LLCI, and (iii) to continue the credit risks arising
from transactions between CIC and LLCI and AutoCorp, CIC and
LLCI, jointly and severally have executed, delivered, and
agreed to perform promptly and consistently with, this
Agreement.
AGREEMENT
Therefore, for valuable consideration, it is agreed as follows:
1. If at any time prior to January 1, 2002, the fair market value
of the Preferred Stock shall become less than $3,500,000.00,
AutoCorp shall issue to CIC/LLCI, jointly, and CIC/LLCI shall
pledge to AutoPrime as additional collateral, such number of
shares of the Series A Preferred Stock of AutoCorp as shall be
required from time to time to cause the fair market value of
the Series A Preferred Stock and all newly issued shares of
Series A Preferred Stock to maintain an aggregate value of not
less than $3,500,000.00 at all times during such period of
time.
AGREEMENT TO ISSUE ADDITIONAL PREFERRED STOCK - Page 1
2. The number of newly issued shares of AutoCorp Series A
Preferred Stock, as required from time to time, to maintain a
fair market value of all collateral of $3,500,000.00, shall be
that number of shares agreed upon between AutoCorp and
AutoPrime. In the event of any disagreement, the number of
shares shall be that number of shares required by AutoPrime,
taking into account then existing market conditions pertaining
to the preferred and common stock of AutoCorp and the then
existing financial condition of AutoCorp.
3. Newly issued shares of AutoCorp Series A Preferred Stock shall
be issued and delivered to AutoPrime, at AutoCorp's sole cost
and expense, promptly following AutoCorp's receipt of each
written demand for such issuance and delivery from AutoPrime,
with copies of each such demand to be delivered to both CIC
and LLCI.
4. AutoCorp hereby covenants not to issue any preferred stock of
any kind to any person or entity other than CIC/LLCI, for the
benefit of AutoPrime, in amounts required by this Agreement
until after February 1, 2002.
5. This Agreement is binding upon the parties hereto, their
successors and assigns; may not be assigned in whole or in
part without the prior written consent of AutoPrime; shall be
construed under the laws of the State of Nevada; and, with
respect to any disputes arising hereunder, shall be
interpreted, construed and enforced only by a court of
competent jurisdiction located in Dallas, Dallas County,
Texas.
6. 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 arising from or related or indirectly to such
breach, including, as damages, all attorneys fees, costs and
expenses paid or incurred by the non-breaching party(ies) in
the protection, preservation or prosecution of any rights or
benefits directly or indirectly arising under or related to
this Agreement.
Executed this 30th day of December, 1998.
CONSUMER INVESTMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
LENDERS LIQUIDATORS CENTER, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
AUTOCORP EQUITIES, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Xxxxxxx Xxxxxx
AUTOPRIME, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
AGREEMENT TO ISSUE ADDITIONAL PREFERRED STOCK- Page 2
