EXHIBIT 10.20
LandCare USA, Inc.
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March __, 1998
To the Stockholders of the Companies
Reference is made to those certain Agreements and Plans of Organization (the
"Agreements"), each dated as of _______ __, 1998, by and among the parties as
reflected on Exhibit A attached hereto. Each of the undersigned hereby agrees,
and LandCare USA, Inc., a Delaware corporation ("LandCare"), hereby agrees with
respect to Section 5, as follows:
1. NONCOMPETITION. Each of the undersigned hereby agrees to adhere to and
be bound by the terms, covenants, restrictions, prohibitions and limitations of
Section 13 of the Agreements as if each of the undersigned was a STOCKHOLDER as
defined therein.
2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Each of the undersigned
hereby agrees to adhere to and be bound by the terms, covenants, restrictions,
prohibitions and limitations of Section 14.1, 14.3 and 14.4 of the Agreements as
if each of the undersigned was a STOCKHOLDER as defined therein, and agrees to
adhere to and be bound by the terms, covenants, restrictions, prohibitions and
limitations of Sections 14.2, 14.3 and 14.4 of the Agreements as if each was
LANDCARE and NEWCO as defined therein.
3. TRANSFER RESTRICTIONS. Each of the undersigned hereby agrees to adhere
to and be bound by the terms, covenants, restrictions, prohibitions and
limitations of Section 15 of the Agreements with respect to all of the shares of
LandCare Common Stock owned of record by each of the undersigned as of the
Funding and Consummation Date (as defined in the Agreements) as if each of the
undersigned was a STOCKHOLDER as defined therein. Each of the undersigned
expressly acknowledges and agrees that the stock certificates evidencing all of
such shares shall bear the restrictive legend contained in Section 15.1 of the
Agreements.
Stockholders of the Companies
March ___, 1998
Page 2
4. FEDERAL SECURITIES ACT REPRESENTATIONS. Each of the undersigned hereby
agrees to adhere to and be bound by the terms, covenants, restrictions,
prohibitions and limitations of Section 16 of the Agreements with respect to all
of the shares of LandCare Common Stock owned of record by the undersigned as of
the Funding and Consummation Date as if each of the undesigned was a STOCKHOLDER
as defined therein. Further, each of the undersigned expressly acknowledges and
agrees that the stock certificates evidencing all of such shares shall bear the
restrictive legend contained in Section 16.1 of the Agreements.
5. REGISTRATION RIGHTS. LandCare hereby grants each of the undersigned the
same piggyback registration rights set forth in Section 17.1 of the agreements
granted to the STOCKHOLDERS (as defined in the Agreements), subject to the
terms, covenants, restrictions, prohibitions and limitations of Sections 17.3,
17.4 and 17.5 of the Agreements, which the undersigned agree to adhere to and to
be bound by.
6. COUNTERPARTS. This letter may be executed simultaneously in two (2) or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
7. CONDITION TO TRANSFER. As a condition to any sale, transfer, gift,
assignment or other disposition of shares of LandCare Common Stock prior to the
expiration of the agreements set forth herein, the undersigned agree to cause
this transferee to agree to be bound by the applicable restrictions conferred
herein.
Stockholders of the Companies
March ___, 1998
Page 3
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first above written.
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Stockholders of the Companies
March ___, 1998
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Notre Capital Ventures II, L.L.C.
By:__________________________________
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Title: President
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Stockholders of the Companies
March ___, 1998
Page 5
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Fieldstone Partners, Inc.
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By: __________________________________
Title: _________________________________
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Stockholders of the Companies
March ___, 1998
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Infoscope Partners, Inc.
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By: __________________________________
Title: _________________________________
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Stockholders of the Companies
March ___, 1998
Page 7
ACCEPTED AND AGREED, as of the day and year first above written as to Section 5.
LANDCARE USA, INC.
By:___________________________________
Stockholders of the Companies
March ___, 1998
Page 8
EXHIBIT A
Arteka Corporation
Arteka Natural Green Corporation
Arteka Nurseries, Inc.
D.R. Church Landscape Co., Inc.
Desert Care Landscaping, Inc.
Four Seasons Landscape & Maintenance, Inc.
Ground Control Landscaping, Inc.
Southern Tree & Landscape Company, Co.
Trees, Inc.
