EXHIBIT 4.2
TRANSFER RESTRICTION AGREEMENT
DATED MARCH 8, 2000
TRANSFER RESTRICTION AGREEMENT
HomeLife, Inc. has provided to Xxxxxxx & Beam, Inc. 250,000 shares of
its common stock in exchange for the processing of a Form 10 under the
Securities Exchange Act of 1934 (the "Shares"). These shares are subject to the
following trading restrictions:
1. Immediately upon the Securities Exchange Commission indicating
that it has no further comments regarding the Form 10 (the
"Effective Date"), HomeLife shall register the shares
utilizing Form S-8. Xxxxxxx & Beam shall prepare this
registration statement at no additional cost to HomeLife.
2. The Shares shall be subject to the following trading
restrictions:
(a) During the 90 day period of time following the
Effective Date, the shares may not be traded, sold or
encumbered (the "Lock-Up Period"). HomeLife shall
have the option during the Lock-Up Period of
acquiring all of the shares for the price of $150,000
in cash.
(b) Upon expiration of the Lock-Up Period, 10% of the
shares may be sold during each 30 days thereafter
(the "Limited Sales Period"); provided, however, no
such shares may be sold at less than $0.50 per share
during the Limited Sales Period (the Limited Sales
Period shall be 300 days in total). During the
Lock-Up Period and the Limited Sales Period the
shares shall not be sold at a price less than $0.75
per share.
(c) Upon expiration of the Limited Sales Period the
shares may be sold without limitation.
3. HomeLife has been advised that Xxxxxxx & Beam has a conflict
of interest in executing this Agreement and that it has the
right to seek the advice of independent counsel in connection
with its decision to execute this Agreement. This Agreement
shall constitute an amendment to the existing Retainer
Agreement between the parties hereto.
XXXXXXX & BEAM, INC. HOMELIFE, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx
Its: Vice President Its: President
