AGREEMENT AGREEMENT, dated as of July 1, 2004 (this "Agreement"), between HOME DIRECTOR, INC., a Delaware corporation (the "Company"), and MICHAEL LIDDLE, DARYL STEMM, KENT M. KLINEMAN, EZRA P. MAGER, STEPHEN B. STE. MARIE and MICHAEL L. WISE (each, an "Affiliate" and collectively, the "Affiliates"). RECITALS: The Company does not have a sufficient number of authorized shares of common stock ("Common Stock") to permit exercise of all of its outstanding options and warrants to purchase Common Stock, including those that may be issued in the Company's current private offering of equity units. Each Affiliate is an officer and/or a director of the Company and the registered holder of options to purchase Common Stock (the "Options") and warrants to purchase Common Stock (the "Warrants") as set forth opposite such Affiliate's name on Schedule A to this Agreement. In order to permit the Company to raise equity capital through the sale of additional equity units, the parties desire to amend the Options and Warrants to suspend any rights of the holders to exercise the Options and Warrants until such time, if ever, as the Company shall have amended its certificate of incorporation to increase its authorized and available shares of Common Stock to a number sufficient to enable the Affiliates and all other holders of outstanding options, warrants and conversion and other rights to acquire Common Stock to receive authorized shares of Common Stock upon exercise of such rights (the "Charter Amendment"). NOW, THEREFORE, the parties agree as follows: 1. Suspension of Exercise. Each Affiliate agrees that the Options and/or Warrants held by such Affiliate as set forth opposite his name on Schedule A shall not be exercisable until the effective time of the Charter Amendment. Each Affiliate further covenants and agrees that (i) the foregoing restriction shall be deemed incorporated in and made a part of each of the Options and Warrants as fully as though it were set forth at length in the documents evidencing such Options and Warrants, and (ii) he will not cause or permit any transfer or assignment of any of such Options and Warrants unless the transferee or assignee shall have been informed of the foregoing restriction and shall have agreed to be subject to the same as fully as though it were set forth at length in all of the documents evidencing such Options and Warrants to be transferred or assigned. 2. Charter Amendment. The Company covenants and agrees that it will (i) endeavor to hold its 2005 annual meeting of stockholders (the "2005 Annual Meeting") as soon as practicable after the end of its 2004 fiscal year, (ii) propose approval of the Charter Amendment at the 2005 Annual Meeting and (iii) use its best efforts (including appropriate measures for SCHEDULE A ----------- solicitation of proxies) to obtain stockholder approval of the Charter Amendment at the 2005 Annual Meeting. 3. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. HOME DIRECTOR, INC. By: /s/ Michael Liddle ---------------------- Michael Liddle President AFFILIATES: /s/ Michael Liddle /s/ Daryl Stemm - ---------------------- -------------------- Michael Liddle Daryl Stemm /s/ Kent M. Klineman /s/ Ezra P. Mager - ----------------------- -------------------- Kent M. Klineman Ezra P. Mager /s/ Stephen B. Ste. Marie /s/ Michael L. Wise - -------------------------- ---------------------- Stephen B. Ste. Marie Michael L. Wise SCHEDULE A ---------- SHARES PRICE EXERCISED VESTED CANCELLED UNVESTED OUTSTANDING Klineman, Kent 1/17/03 01/16/13 12,500 $3.75 0 12,500 0 0 12,500 Klineman, Kent 6/7/04 06/06/14 12,500 $0.74 0 6,250 0 6,250 12,500 Klineman, Kent 50,000 $1.00 0 50,000 0 0 50,000 Klineman, Kent 84,746 $1.00 0 84,746 0 0 84,746 Mager, Ezra 4/16/03 04/16/13 12,500 $2.50 0 12,500 0 0 12,500 Mager, Ezra 6/7/04 06/06/14 12,500 $0.74 0 6,250 0 6,250 12,500 Mager, Ezra 250,000 $1.00 0 250,000 0 0 250,000 Mager, Ezra 423,729 $1.00 0 423,729 0 0 423,729 Ste. Marie, Stephen B 1/17/03 01/16/13 12,500 $3.75 0 12,500 0 0 12,500 Ste. Marie, Stephen B 1/31/01 827 $362.84 0 827 0 0 827 Ste. Marie, Stephen B 6/7/04 06/06/14 12,500 $0.74 0 6,250 0 6,250 12,500 Wise, Mike 1/17/03 01/16/13 12,500 $3.75 0 12,500 0 0 12,500 Wise, Mike 6/7/04 06/06/14 12,500 $0.74 0 6,250 0 6,250 12,500 Liddle, Michael 1/12/04 01/11/14 420,464 $1.30 0 81,757 0 338,707 420,464 Liddle, Michael 50,000 $1.00 0 50,000 0 0 50,000 Liddle, Michael 84,746 $1.00 0 84,746 0 0 84,746 Stemm, Daryl 4/5/02 4,134 $3.63 0 3,215 0 919 4,134 Stemm, Daryl 1/17/03 01/16/13 15,000 $3.75 0 7,500 0 7,500 15,000 Stemm, Daryl 1/25/01 187 $362.84 0 187 0 0 187 Stemm, Daryl 2/26/01 138 $362.84 0 138 0 0 138 Stemm, Daryl 6/7/04 06/06/14 75,000 $0.74 0 2,083 0 72,917 75,000 Stemm, Daryl 15,000 $1.00 0 15,000 0 0 15,000 Stemm, Daryl 25,424 $1.00 0 25,424 0 0 25,424 1,599,394
- HMDR Dashboard
- Filings
-
SB-2 Filing
Home Director (HMDR) Inactive SB-2Registration of securities for small business issuer
Filed: 10 Sep 04, 12:00am