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Agreement for the Purchase of Common Stock

 

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Title:

Agreement for the Purchase of Common Stock

Entities:

Evans Systems, Inc.

Date:

2006

Size:

Preview shows 7KB of 41KB total

Price:

$39

ID:

#1206306

 

 

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<SEQUENCE>2

<FILENAME>ex21.txt
<DESCRIPTION>AGREEMENT FOR THE PURCHASE OF COMMON STOCK
<TEXT>
AGREEMENT FOR THE PURCHASE OF COMMON STOCK

THIS COMMON STOCK PURCHASE AGREEMENT, (the "AGREEMENT") made this 11th
day of April, 2006, by and among Homeland Integrated Security Systems, Inc.,
whose address is 1 Town Square Boulevard, Asheville, North Carolina ("Buyer")
and Evans Systems, Inc. (Stock Symbol: EVSI.OB), a Texas corporation ("EVSI" or
the "Company") and Cain, Smith & Strong II, LP ("Secured Creditor") whose
address is PO Box 68, Huntsville, Texas.

WITNESSETH:

WHEREAS, the Company has agreed to sell shares of its common stock, par
value $.01 per share (the "Common Stock") to the Buyer representing 50.1% of the
issued and outstanding shares of Common Stock of the Company (such 50.1 % of
Common Stock being referred to as the "Stock") for the consideration set forth
herein; and

WHEREAS, Buyer wishes to purchase the Stock from the Company so as to
effectuate a corporate restructuring in the form of a reverse split of the
Company's stock and merger with Buyer;

WHEREAS, Secured Party is a creditor of the Company, holding a valid
and subsisting first lien on all of the assets of the Company;

WHEREAS, the Company is in default in its loan obligations to Secured Party;

WHEREAS, the liabilities of the Company exceed the value of the Company's
assets, as reflected in the Company's public filings and its most recent audited
financial statements;

WHEREAS, the Company has no financial means to cure the default, and
the likely result of Secured Party's exercise of its rights under the loan
documents will be a business failure of the Company to the detriment of the
Company's shareholders;

WHEREAS, the Company, in order to avoid foreclose upon all of its
assets and subsequent business failure, has agreed to convey such collateral
assets to Secured Party. In consideration for the assets, Secured Party has
agreed that it will, to the extent of the value of all assets conveyed. to
Secured Party and to the extent of the consideration paid by Buyer, assume: and
pay all of the debts and obligations of the Company as set forth on Exhibit A
attached hereto;

WHEREAS, the Company has agree that the consideration paid by Buyer
under this agreement shall paid to Secured Party, to be used by Secured Party to
pay the obligations of the Company assumed by Secured Party as set forth on
Exhibit A;

WHEREAS, Secured Party, Company and Buyer believe that the proposed corporate



<PAGE>


restructure will be in the bests interests of the Company's existing
shareholders, holds the potential to preserve the market value of such
shareholder's stock, and preserves the possibility of enhancing its value in the
future;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Agreement to Purchase and Sell. Company will take all necessary
steps to cause the issuance of the Stock to Buyer, and Buyer agrees to purchase
the Stock, for a total consideration of Five Hundred Thousand ($500,000.00)
Dollars (the "Purchase Price") be payable as follows: $50,000 previously paid
and held as a deposit plus $100,000.00 at Closing by wire transfer, or bank or
certified check; to be paid to the escrow account of Tri State Title & Escrow
(the "Escrow Agent"), and Thirty Five Thousand ($35,000) Dollars per month for a
period of ten (10) months due and payable on the 11th day of each month. In the
event that the 11 day shall be a holiday, Saturday or Sunday, then the said
monthly payment shall be due and payable on the next business day.

a. All payments made under this agreement by Buyer shall be made
payable to the Escrow Agent and shall be held on deposit with the Escrow Agent
and the Escrow Agent shall utilize the funds to satisfy the obligations of the
Company as set forth on Exhibit A. Upon full satisfaction of all payments set
forth on Exhibit A, the Escrow Agent shall release the remaining balance
(including the remaining monthly payments as received) to the Secured Party. The
obligations listed on Exhibit A detail all of the obligations of the Company as
stated in the most recent audited financial statements of the Company. As
reflected on Exhibit A, certain of those obligations will not be paid with the
purchase proceeds, because these obligations are in dispute by the: Company, and
may not ever be paid. As set forth in Section 6, Secured Party agrees to
indemnify and hold harmless the Buyer and the Company from any of the
obligations set forth on Exhibit A. At issuance, $500,000.00 at issue value of
Buyer's Stock shall be placed in escrow with the Escrow Agent. If the fair
market value of the escrowed stock falls below $400,000.00 for five consecutive
days, Buyer shall deposit an additional $100,000.00 (closing price on date of
placement) in Stock with escrow.

b. In the event that the Buyer shall fail to make a timely monthly
payment, such event to be deemed a Default, Buyer shall have the option to cure
said Default upon ten (10) days written notice of such Default from Secured
Party. In the event that Buyer fails to cure said Default within five (5) days
of receipt of the notice of Default, then the entire amount then due and owing
shall become immediately due and payable, and Buyer shall forfeit to Secured
Party the Stock held in escrow. Otherwise, upon satisfactory completion payment
of the Purchase

Price by Buyer, the Stock held in escrow shall be released to Buyer.

2. Closing And Payment.
-------------------

a. Subject to the terms and conditions hereof, and in reliance upon the



2
<PAGE>


written representations and warranties of Buyer the Company will take all
necessary steps to cause the issuance of the Stock to Buyer, and Buyer and,
subject to the terms and conditions hereof, Buyer will purchase, at a single
closing (the "Closing"), the Stock. The Closing shall be held at the offices of

 

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