EXHIBIT 10.20
HomeUSA, Inc.
Three Riverway, Xxxxx 000
Xxxxxxx, Xxxxx 00000
November __, 1997
To the Stockholders of the Companies
Reference is made to those certain Agreements and Plans of Organization (the
"Agreements"), each dated as of September 10, 1997, by and among the parties as
reflected on Exhibit A attached hereto. Each of the undersigned hereby agrees,
and HomeUSA, Inc., a Delaware corporation ("Home"), 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
HOME 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
Home 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
undesigned 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
November __, 1997
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 Home 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. Home 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.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first above written.
______________________________________
Xxxxxxxx Xxxxxxxxxx
______________________________________
Xxxx X. Xxxxxxxxxx
______________________________________
Xxxxxx Xxxxxxx Xxxxxxxx XX
Stockholders of the Companies
November __, 1997
Page 3
Notre Capital Ventures II, L.L.C.
By:__________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
______________________________________
Xxxxx X. Xxxxx
______________________________________
Xxxxxx X. Xxxxxx
______________________________________
Xxxxx X. Xxxxxxxx
______________________________________
Xxxxxx Xxxxxxxx
______________________________________
Xxxxxxx X. Xxx
______________________________________
Xxxxxx xxXxxx
Stockholders of the Companies
November __, 1997
Page 4
______________________________________
Xxxxxxx X. Xxxx
______________________________________
Xxxxxxx XxXxxx
______________________________________
Xxxxxxx X. Xxxxxx
______________________________________
Xxxxxxxx Xxxxxxx
______________________________________
Xxxxxxx Xxxxx
______________________________________
Xxxxx X. Xxxxxx
______________________________________
Xxxxxxxx X. Xxxxxxxx
Stockholders of the Companies
November __, 1997
Page 5
______________________________________
Xxxx X. Xxxx
______________________________________
Xxxxxx X. Xxxx
______________________________________
Xxxxxxx X. Xxxxxx
______________________________________
Infoscope Partners, Inc.
______________________________________
Xxxx X. Xxxxxxxxxxx
______________________________________
Xxxxxx X. Xxxxxxx
______________________________________
Xxxxxx X. Xxxxxxx
______________________________________
Xxxxxxx X. Xxxxx
Stockholders of the Companies
November __, 1997
Page 6
______________________________________
Xxxxxx X. Xxxxxxx
______________________________________
Xxxxx X. Xxxxxxx
______________________________________
X.X. Xxxxx
______________________________________
Xxxx Xxxxxxxxx
Stockholders of the Companies
November __, 1997
Page 7
ACCEPTED AND AGREED, as of the day and year first above written as to Section 5.
HOMEUSA, INC.
By:___________________________________
/smf
Stockholders of the Companies
November __, 1997
Page 8
EXHIBIT A
Universal Housing, Inc.
Xxxxxxx Home Center, Inc.
XxXxxxxx Mobile Homes, Inc.
AAA Homes, L.L.C.
Mobile World, Inc.
First Americna Homes, Inc.
Xxxxxx'x Mobile Homes, Inc.
Homes Folks Housing Center, Inc.
WillMax Homes of Colorado, L.L.C.
