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EXCHANGE AGREEMENT
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THIS EXCHANGE AGREEMENT (the "Agreement") is entered
into by and between AMERCO, a Nevada corporation (the "Company")
and Mark V. Shoen ("the Shareholder").
RECITALS
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WHEREAS, the Shareholder is the record owner of an
aggregate of 3,475,520 shares (the "Existing Shares") of the
Company's Series A Common Stock, par value $0.25 per share; and
WHEREAS, the Company has determined that it is in its
best interests that the Existing Stock be exchanged, on a one for
one basis, for shares of the Company's common stock, $0.25 par
value (the "Common Stock").
NOW THEREFORE, for and in consideration of the respective
agreements, representations, and warranties contained herein, the
parties hereto agree as follows.
ARTICLE I
EXCHANGE OF STOCK
1.1 Exchange. Subject to the terms and conditions set
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forth herein, the Shareholder hereby sells, transfers, conveys,
assigns, and delivers all of his respective shares of Existing
Stock in exchange for shares of Common Stock on a one share for one
share basis.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
The Shareholder hereby represents, warrants, and agrees
as follows:
2.1 Authority of Shareholder. The Shareholder has full
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power and legal right to transfer the Existing Stock to the Company
in exchange for Common Stock as provided in Section 1.1 hereof and
such transfer and exchange will vest title to the Existing Stock in
the Company free and clear of any lien, pledge, charge, security
interest, adverse claim, or other encumbrance of any nature
whatsoever.
2.2 No Breach or Violation. The execution and delivery
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by the Shareholder of this Agreement and of any other instrument
contemplated hereby to which the Company or the Shareholder will be
a party, and the consummation and performance of the transactions
contemplated hereby and thereby, have not resulted in, and will not
result in, and do not constitute a conflict with, a breach or
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violation of, or a default or an event that, with notice or lapse
of time or both, would be a default, breach, or violation of, or an
event that would permit any party to terminate or to accelerate the
maturity of or any payment pursuant to (i) any term or provision of
any lease, bond, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement,
instrument, indebtedness, or obligation to which the Shareholder is
a party or by which he or any of his assets or properties is, or
may be, bound, (ii) any license, franchise, permit, or other
authorization, governmental or otherwise, held by the Shareholder,
and (iii) any law, judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or other
agency or body, governmental or otherwise.
2.3 Consents. The execution and delivery of this
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Agreement and the consummation and performance of the transactions
contemplated hereby do not require the approval, consent, or
authorization of, or any filing with or notice to, any federal,
state, local, or other agency or body, governmental or otherwise,
or any other third party.
2.4 Investment. The Shareholder is acquiring the Common
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Stock for his own account for investment purposes and not with a
view toward the public distribution thereof within the meaning of
the Securities Act of 1933, as amended.
2.5 First Right of Refusal. The Shareholder
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acknowledges and agrees that the Common Stock will be subject to
the first right of refusal contained in Article VII, Section 2 of
the Company's By-Laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants, and agrees as
follows:
3.1 Organization and Existence. The Company is a
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corporation duly organized, validly existing, and in good standing
under the laws of the state of Nevada, and has all requisite
corporate power to enter into and perform this Agreement and the
transactions contemplated hereby in the manner provided herein.
3.2 Authority of the Company. The execution, delivery,
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and performance by the Company of this Agreement has been duly
authorized by the Board of Directors of the Company, and no further
corporate action is necessary on the part of the Company to make
this Agreement the legal, valid, and binding obligation of
Purchaser enforceable against it in accordance with its terms.
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ARTICLE IV
MISCELLANEOUS
4.1 By-Law Compliance. The Company hereby waives
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compliance by the Shareholder with Article VII, Section 2 of the
Company's By-Laws to the extent such provision relates to the
exchange of Common Stock for Existing Stock contemplated hereby.
4.2 Application of Nevada Revised Statutes Sections
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78.378 to 78.3793, Inclusive. As provided by the Company's By-
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Laws, the provisions of Sections 78.378 to 78.3793, inclusive, of
the Nevada Revised Statutes shall not apply to the exchange of
Common Stock for Existing Stock contemplated hereby.
4.3 Application of Nevada Revised Statutes Sections
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78.439.1. The transaction contemplated hereby has been approved by
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the Company's Board of Directors in a resolution duly adopted by
the Company's Board of Directors prior to the exchange, and is
therefore permissible under Nevada Revised Statutes 78.439.1.
4.4 Legends. The Common Stock will bear the following
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legends:
"The shares of stock represented by this
certificate have been issued based upon a
representation that they have been acquired
for investment and not with a view to the
public distribution thereof within the meaning
of the Securities Act of 1933, as amended. No
sale or transfer of the shares represented
hereby may be made unless, in the opinion of
counsel satisfactory to the issuer, the
contemplated transaction will not result in a
violation of said Act or of any state
securities law, rules, or regulation."
"The transfer of the shares represented by
this certificate is subject to a right of
first refusal by the Corporation as provided
in its By-Laws, and no transfer of this
certificate or the shares represented hereby
shall be valid or effective unless and until
such provision of the By-Laws shall have been
met. A copy of the By-Laws of the Corporation
is available for inspection at the principal
office of the Corporation."
4.5 Survival of Representations and Warranties.
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Regardless of any investigation at any time made by or on behalf of
any party hereto, or of any information any party may have in
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respect thereof, all covenants, agreements, representations, and
warranties made hereunder or pursuant hereto or in connection with
the transactions contemplated hereby shall survive the execution
and delivery of this Agreement.
4.6 Assignment. This Agreement may not be assigned by
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any party hereto without the prior written consent of the other
parties hereto. Subject to the foregoing, this Agreement is
binding upon the successors and assigns of the parties hereto.
4.7 Section and Paragraph Headings. The Article and
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Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of
this Agreement.
4.8 Changes, Waivers, etc. Neither this Agreement nor
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any provision hereof may be changed, waived, discharged, or
terminated orally, but only by a statement in writing signed by the
party against which enforcement of the change, waiver, discharge,
or termination is sought.
4.9 Entire Agreement. This Agreement and the
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certificates and documents referred to herein constitute the entire
agreement of the parties hereto, and supersede all prior
understandings with respect to the subject matter hereof.
4.10 Counterparts. This Agreement may be executed in one
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or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
4.11 Governing Law. This Agreement shall be construed in
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accordance with, and governed by, the laws of the State of Nevada.
IN WITNESS WHEREOF, this Agreement has been duly executed
by the parties hereto as of the 28th day of November, 1994.
COMPANY:
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AMERCO, a Nevada corporation
By: /S/ EDWARD J. SHOEN
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Its: President
SHAREHOLDER:
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By: /S/ MARK V. SHOEN
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Mark V. Shoen