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Subscribers | 2001 |
Selling Stockholders Agreement
Selling Stockholders Agreement (60K)
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SELLING STOCKHOLDERS AGREEMENT
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THIS SELLING STOCKHOLDERS AGREEMENT is made this 6/th/ day of June, 2001
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and U.S. HOME SYSTEMS, INC., a Delaware corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, U.S. Pawn, Inc., a Colorado corporation ("U.S. Pawn") and U.S.
Remodelers, Inc., a Delaware corporation ("USR") are parties to that certain
Agreement and Plan of Merger dated November 3, 2000 (the "Merger Agreement")
whereby on February 13, 2001 U.S. Pawn acquired USR pursuant to a merger (the
"Merger") and each outstanding share of USR's common stock was converted into
the right to receive a number of shares of U.S. Pawn;
WHEREAS, U.S. Pawn reincorporated in Delaware by merging with and into its
wholly-owned subsidiary U.S. Home Systems, Inc., a Delaware corporation (the
"Company"), whereby each outstanding share of U.S. Pawn's common stock was
automatically converted into one share of the Company's Common Stock;
WHEREAS, David L. Stetson was issued 25,000 shares of the Company's Common
Stock as a banking fee for services rendered in connection with the Merger;
WHEREAS, the Selling Stockholders, except for David L. Stetson, were
shareholders of USR and, pursuant to the terms of the Merger Agreement, acquired
4,045,633 shares of the Company's Common Stock (together with the 25,000 shares
issued to David L. Stetson referred to herein as the "Securities") and each
Selling Stockholder is the beneficial owner of such Securities as identified
next to his name on Schedule A attached hereto; and
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WHEREAS, the Company intends to file a registration statement on Form S-3
with the Securities and Exchange Commission (the "Commission") as soon as
practicable and the Selling Stockholders have advised the Company that all of
the Securities are to be included in such registration statement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall
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have the meaning set forth below:
(a) "Change in Control" shall have the meaning as set forth in
Section 2(d) of this Agreement.
(b) "Commission" shall mean the United States Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
SELLING STOCKHOLDERS AGREEMENT-Page 1
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{PAGE}
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.
(d) "Company" shall mean U.S. Home Systems, Inc., a Delaware
corporation.
(e) "Escrow Agreement" shall mean the escrow agreement executed by
the Company, USR and the Selling Stockholders, except for David L. Stetson,
pursuant to the Merger Agreement.
(f) "Escrowed Shares" shall mean the shares of the Company's Common
Stock as defined in the Escrow Agreement and Merger Agreement, and as
identified on Schedule A.
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(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the Commission hereunder, all as the same shall be in effect at the time.
(h) "Indemnifying Party" shall have the meaning as set forth in
Section 5 of the Agreement.
(i) "Merger Agreement" shall mean the Agreement and Plan of Merger
executed by U.S. Pawn and USR on November 3, 2000.
(j) "Person" shall mean an individual, a corporation, a partnership,
a limited liability company, a joint venture, a trust, an estate, an
unincorporated organization, a government and any agency or political
subdivision thereof.
(k) "Registration Expenses" shall mean all expenses incurred in
effecting the registration, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for
the Company, underwriting expenses (other than commissions or discounts),
expenses of any Company audits incident to or required by any such
registration and Company expenses of complying with the securities or blue
sky laws of any jurisdictions (but excluding fees and disbursements of
counsel and other agents for the selling holders of Registrable
Securities).
(l) "Registration Rights Agreement" shall mean the registration
rights agreement executed by U.S. Pawn and the shareholders of USR on
February, 13, 2001.
(m) "Registrable Securities" means those Securities identified on
Schedule A hereto to be included in the registration statement.
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Registrable Securities shall not include securities which can be freely
sold to the public in the United States without registration under the
Securities Act. To the extent any securities may be sold pursuant to the
provisions of Rule 144(k) under the Securities Act, such securities shall
be deemed capable of being "freely sold to the public" within the meaning
of this subsection.
(n) "Securities Act" shall mean the Securities Act of 1933, as
amended.
SELLING STOCKHOLDERS AGREEMENT-Page 2
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{PAGE}
(o) "U.S. Pawn" shall mean U.S. Pawn, Inc, a Colorado corporation,
the predecessor of the Company.
(p) "USR" shall mean U.S. Remodelers, Inc., a Delaware corporation.
2. Registration.
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(a) Effective Registration. The Company hereby agrees to file by June
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30, 2001 or as soon as reasonably practicable, a registration statement on
Form S-3 with respect to all of the Registrable Securities (the "Shelf
Registration"). The Company agrees to use its commercially reasonable
efforts to have the Shelf Registration declared effective as soon as
reasonably practicable after such filing and to keep the Shelf Registration
continuously effective (i) for a period of two years following the date on
which the Shelf Registration is declared effective by the Commission or
(ii) until all Registrable Securities included in the Shelf Registration
have been sold by the Selling Stockholders pursuant to the Shelf
Registration or (iii) until such Registrable Securities can be publicly
offered and sold without registration under Rule 144(k) or otherwise,
whichever is earlier.
(b) Plan of Distribution. Upon effectiveness of the Shelf
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Registration, the Registrable Securities may be offered by the Selling
Stockholders from time to time in open market transactions (which may
include block transactions), or in private transactions at prices relating
to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Registrable Securities
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of Registrable Securities for
whom such broker-dealers may act as agent or to whom they sell as principal
or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). The Selling Stockholders and any broker-
dealer acting in connection with the sale of the Registrable Securities
offered under the Shelf Registration may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any discounts,
concessions or commissions received by them, which are not expected to
exceed those customary in the types of transactions involved, or any profit
on resales of the Registrable Securities by them, may be deemed to be
underwriting commissions or discounts under the Securities Act.
(c) Restriction on Sales of Registrable Securities. Pursuant to
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Section 5(f) of the Registration Rights Agreement the Company and the
Selling Stockholders, except for David L. Stetson, agree that during any
90-day period after the effective date of the Shelf Registration, the
Selling Stockholders shall be allowed to sell up to 25% of the Registrable
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US Home & Garden
As referenced in this Selling Stockholders Agreement:
U.S. HOME – th/ day of June, 2001
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and U.S. HOME SYSTEMS, INC., a Delaware corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, U.S. Pawn, Inc., a Colorado corporation ("U.S. Pawn") and U.S.
_____________
U.S. Home – converted into
the right to receive a number of shares of U.S. Pawn;
WHEREAS, U.S. Pawn reincorporated in Delaware by merging with and into its
wholly-owned subsidiary U.S. Home Systems, Inc., a Delaware corporation (the
"Company"), whereby each outstanding share of U.S. Pawn's common stock was
automatically converted into one share of the Company's Common
_____________
U.S. Home – administering the
Securities Act.
SELLING STOCKHOLDERS AGREEMENT-Page 1
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{PAGE}
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.
(d) "Company" shall mean U.S. Home Systems, Inc., a Delaware
corporation.
(e) "Escrow Agreement" shall mean the escrow agreement executed by
the Company, USR and the Selling Stockholders, except for David L. Stetson,
pursuant to
_____________
U.S. Home – by Registered or Certified Mail, Return Receipt
Requested, addressed to each of the parties as follows:
SELLING STOCKHOLDERS AGREEMENT - Page 11
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{PAGE}
If to the Company: Murray H. Gross
President
U.S. Home Systems, Inc.
750 State Hwy. 121 Bypass, Suite 170
Lewisville, Texas 75067
(214) 488-6300
If to a Selling Stockholder: At the address as set forth on Schedule A
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(
_____________
U.S. HOME – of such courts and
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
U.S. HOME SYSTEMS, INC.
By: /s/ Murray H. Gross
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Murray H. Gross, President
SELLING STOCKHOLDERS AGREEMENT - Page 12
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{PAGE}
SELLING STOCKHOLDERS:
ABOUT FACE LTD., a Texas Ltd.
Partnership GP About Face,
_____________
dt 1394225
;
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U.S. Home
As referenced in this Selling Stockholders Agreement:
U.S. HOME SYSTEMS, INC – th/ day of June, 2001
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and U.S. HOME SYSTEMS, INC ., a Delaware corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, U.S. Pawn, Inc., a Colorado corporation ("U.S. Pawn") and U.S.
Remodelers, Inc.,
_____________
U.S. Home Systems, Inc – converted into
the right to receive a number of shares of U.S. Pawn;
WHEREAS, U.S. Pawn reincorporated in Delaware by merging with and into its
wholly-owned subsidiary U.S. Home Systems, Inc ., a Delaware corporation (the
"Company"), whereby each outstanding share of U.S. Pawn's common stock was
automatically converted into one share of the Company's Common Stock;
WHEREAS,
_____________
U.S. Home Systems, Inc – administering the
Securities Act.
SELLING STOCKHOLDERS AGREEMENT-Page 1
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{PAGE}
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.
(d) "Company" shall mean U.S. Home Systems, Inc ., a Delaware
corporation.
(e) "Escrow Agreement" shall mean the escrow agreement executed by
the Company, USR and the Selling Stockholders, except for David L. Stetson,
pursuant to the Merger
_____________
U.S. Home Systems, Inc – by Registered or Certified Mail, Return Receipt
Requested, addressed to each of the parties as follows:
SELLING STOCKHOLDERS AGREEMENT - Page 11
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{PAGE}
If to the Company: Murray H. Gross
President
U.S. Home Systems, Inc .
750 State Hwy. 121 Bypass, Suite 170
Lewisville, Texas 75067
(214) 488-6300
If to a Selling Stockholder: At the address as set forth on Schedule A
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(h) Governing
_____________
U.S. HOME SYSTEMS, INC – of such courts and
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
U.S. HOME SYSTEMS, INC .
By: /s/ Murray H. Gross
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Murray H. Gross, President
SELLING STOCKHOLDERS AGREEMENT - Page 12
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{PAGE}
SELLING STOCKHOLDERS:
ABOUT FACE LTD., a Texas Ltd.
Partnership GP About Face, Inc., a
_____________
dt 1534196
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