FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 6th, 2003 • Home Solutions of America Inc • Services-management services
This First Amendment to Stock Purchase Agreement (this "First Amendment") is dated as of June 5, 2003, by and between Home Solutions of America, Inc. (formerly Nextgen Communications Corporation), a Delaware corporation ("Buyer"), and Jane C. Barber, an individual resident of the State of California ("Seller").
Home Solutions of America, Inc. Amended and Restated Secured Promissory NoteSecured Promissory Note • June 6th, 2003 • Home Solutions of America Inc • Services-management services
This Note (the "Note") is issued by Home Solutions of America, Inc. formerly known as Nextgen Communications Corporation, a Delaware corporation (the "Obligor"), to Jane C. Barber, an individual (the "Holder"), pursuant to Section 4 of that certain First Amendment to Stock Purchase Agreement (the "First Amendment") of even date herewith. Pursuant to the First Amendment, this Note is being issued in exchange (in substitution for and replacement of) for that certain Promissory Note (the "Original Note") dated as of November 1, 2002, in the original principal amount of $1,500,000, issued by the Obligor to the Holder, together with $53,750 of interest accrued thereon. The Original Note was issued in connection with the sale (the "Sale") by the Holder of all of the outstanding capital stock of P.W. Stephens, Inc., a California corporation ("Stephens"). This Note evidences a portion of the consideration owed to the Holder in connection with the Sale.
ContractRevolving Line of Credit Note • June 6th, 2003 • Home Solutions of America Inc • Services-management services
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
GUARANTY AGREEMENTGuaranty Agreement • June 6th, 2003 • Home Solutions of America Inc • Services-management services • California
THIS GUARANTY effective as of June 5, 2003 (the "Guaranty"), is given by P.W. Stephens, Inc., a California corporation (the "Guarantor"), in favor of Jane C. Barber, an individual (the "Seller").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2003 • Home Solutions of America Inc • Services-management services • California
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 5, 2003, by and between Home Solutions of America, Inc., a Delaware corporation (the "Purchaser"), and Jane C. Barber, an individual (the "Seller").
Home Solutions of America, Inc. Amended and Restated Secured Convertible NoteSecured Convertible Note • June 6th, 2003 • Home Solutions of America Inc • Services-management services
This Note (the "Note") is issued by Home Solutions of America, Inc. formerly known as Nextgen Communications Corporation, a Delaware corporation (the "Obligor"), to Jane C. Barber, an individual (the "Holder"), pursuant to Section 3 of that certain First Amendment to Stock Purchase Agreement (the "First Amendment") of even date herewith. Pursuant to the First Amendment, this Note is being issued in exchange (in substitution for and replacement of) for that certain Secured Promissory Note (the "Original Note") dated as of November 1, 2002, issued by the Obligor to the Holder, together with $71,060 of interest and other charges accrued thereon. The Original Note was issued in connection with the sale (the "Sale") by the Holder of all of the outstanding capital stock of P.W. Stephens, Inc., a California corporation ("Stephens"). This Note evidences a portion of the consideration owed to the Holder in connection with the Sale.
SECURITY AGREEMENTSecurity Agreement • June 6th, 2003 • Home Solutions of America Inc • Services-management services • Texas
THIS SECURITY AGREEMENT (the "Agreement") is effective June 4, 2003 (the "Effective Date"), by and among P.W. Stephens, Inc. (the "Obligor") and The Vantage Group Ltd. (the "Holder").
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 6th, 2003 • Home Solutions of America Inc • Services-management services • California
THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement") is effective June 5, 2003 (the "Effective Date"), by and among Jane C. Barber (the "Pledgee"), Home Solutions of America, Inc., a Delaware corporation (the "Purchaser"), P.W. Stephens, Inc., a California corporation ("Stephens") and Kirkpatrick & Lockhart LLP, as escrow agent (the "Escrow Agent").
