EXHIBIT 99.5 ------------Registration Rights Agreement • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution • New York
EXHIBIT 99.6 ------------Warrant Agreement • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution
EXHIBIT 10.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 15th, 2004 • Invvision Capital Inc • Miscellaneous business credit institution • Texas
EXHIBIT 99.7 ------------Common Stock Purchase Warrant • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution
AGREEMENTSecurity Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is made and entered into by and among T. Alan Owen & Associates, P.C. ("TAO"), Attorneys at Law, Arlington, Texas, and Asset Servicing Corporation ("ASC"), a Nevada corporation, on behalf of all...Escrow Agreement • August 23rd, 1999 • Asset Servicing Corp • Miscellaneous business credit institution • Texas
EXCHANGE AGREEMENTExchange Agreement • May 7th, 2001 • Omni Park Pass Com Inc • Miscellaneous business credit institution • Texas
EXHIBIT 10.7 [GRAPHIC OMITTED][GRAPHIC OMITTED] EMPLOYMENT AGREEMENT This Agreement, dated as of December 1, 2004 is by and between RG America, Inc., a Nevada corporation ("Employer"), and Kevin Dahlberg ("Employee"). WHEREAS, Employee desires to...Employment Agreement • August 24th, 2005 • RG America, Inc. • Miscellaneous business credit institution • Texas
EXHIBIT 99.9 ------------ STOCK PLEDGE AGREEMENT ---------------------- This Stock Pledge Agreement (this "Agreement"), dated as of October 31, 2005, among Laurus Master Fund, Ltd. (the "Pledgee"), RG America, Inc., a Nevada corporation (the...Stock Pledge Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
EXHIBIT 99.7 ------------ THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK...Warrant Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
EXHIBIT 10.1Memorandum of Understanding • October 13th, 2005 • RG America, Inc. • Miscellaneous business credit institution
ASSET SERVICING CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • October 15th, 1999 • Asset Servicing Corp • Miscellaneous business credit institution • Texas
EXHIBIT 99.2 ------------ RG AMERICA, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman...Master Security Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
EXHIBIT 99.6 ------------ FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 31 the day of October 2005 among RG AMERICA, INC., a Nevada corporation (the "Company"), LAURUS MASTER FUND, LTD. (the "Purchaser"), and LOEB & LOEB...Funds Escrow Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
EXHIBIT 10.4 [GRAPHIC OMITTED] RESTORATION GROUP EMPLOYMENT AGREEMENT This Agreement is made by and between RG Restoration, Inc. d/b/a The Restoration Group, a Texas corporation, with its principal office located at 2100 Valley View Lane, Suite 110,...Employment Agreement • August 24th, 2005 • RG America, Inc. • Miscellaneous business credit institution • Texas
42. CONTRACT RATESecured Convertible Note • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution
58. CONTRACT RATE AND MINIMUM BORROWING NOTESecured Revolving Note • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
ASSET SERVICING CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 1999 • Asset Servicing Corp • Miscellaneous business credit institution • Texas
EXHIBIT 99.2 ------------ REAFFIRMATION AND RATIFICATION AGREEMENT ----------------------------------------Reaffirmation and Ratification Agreement • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution • New York
53. CONTRACT RATESecured Convertible Minimum Borrowing Note • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
EXHIBIT 10.3 CONSULTING SERVICE AGREEMENT This Agreement is made effective as of January 1, 2005 (the "Effective Date"), by and between Schooner Realty Inc. ("CONSULTANT") of 3409 Ash Lane, McKinney, Texas 75070, and RG America, Inc. ("Client") of...Consulting Service Agreement • August 24th, 2005 • RG America, Inc. • Miscellaneous business credit institution • Texas
ASSET SERVICING CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2000 • Asset Servicing Corp • Miscellaneous business credit institution • Texas
Copy No.:_________________ CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM RG America, Inc. f/k/a INVVISION CAPITAL, Inc SECURED SUBORDINATED CONVERTIBLE DEBENTURES MINIMUM SUBSCRIPTION: $ 25,000 RG America f/k/a Invvision Capital, Inc., a Nevada...Confidential Private Placement Memorandum • August 24th, 2005 • RG America, Inc. • Miscellaneous business credit institution
RG America f/k/a Invvision Capital, Inc., a Nevada corporation (the "Company" or "RG America") hereby offers up to $1,000,000 of its secured subordinated convertible debentures (the "Debentures") on the terms provided in this confidential private placement memorandum (the "Memorandum"). RG America is engaged in the business of providing risk management and property restoration services to clients in the commercial real estate industry.
EXHIBIT 99.10 ------------- SUBSIDIARY GUARANTYSubsidiary Guaranty • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
EXHIBIT 99.5 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of October 31, 2005, by and between RG America, Inc., a Nevada corporation (the...Minimum Borrowing Note Registration Rights Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
EXHIBIT 99.2 RG AMERICA, INC. (A Nevada Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective _____________, 2005 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR...Warrant to Purchase Shares of Common Stock • August 4th, 2005 • RG America, Inc. • Miscellaneous business credit institution • Texas
AGREEMENT ---------Security Agreement • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution • New York
47. CONTRACT RATESecured Non-Convertible Revolving Note • February 23rd, 2006 • RG America, Inc. • Miscellaneous business credit institution
October 31, 2005 RG America, Inc. RG Restoration, Inc. RG Risk Management, Inc. RG Roofing, Inc. 1507 Capital Avenue, Ste. 101 Plano, Texas 75074 Attention: Chief Financial Officer Re: Overadvance Side Letter Dear Sir or Madame: Reference is hereby...Overadvance Side Letter • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2004 • Invvision Capital Inc • Miscellaneous business credit institution • Texas
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the ______ day of ___________, 2004 by and between INVVISION CAPITAL, INC., a Nevada corporation d/b/a RG AMERICA (the “Company”) and __________________, an individual (the “Shareholder”).
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • August 25th, 2004 • Invvision Capital Inc • Miscellaneous business credit institution • Texas
ROYALTY AGREEMENTRoyalty Agreement • October 24th, 2007 • RG America, Inc. • General bldg contractors - residential bldgs • Texas
This Royalty Agreement (this “Agreement”), which is made to be effective as of the Effective Date (as defined herein), is by and between Home Solutions of America, Inc., a Delaware corporation (“HSOA”), and RG Risk Management, Inc., a Texas corporation (“RGRM”).
CONSULTING AGREEMENT DATED MARCH 29, 2007 CONSULTING AGREEMENTConsulting Agreement • May 18th, 2007 • RG America, Inc. • General bldg contractors - residential bldgs • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of March __, 2007 (the “Effective Date”), by and among RG AMERICA, INC., a Nevada corporation (“RG America”), RG RESTORATION, INC., a Texas corporation (“RG Restoration”), RG RISK MANAGEMENT, INC., a Texas corporation (“Risk Management”), and RG ROOFING, INC., a Texas corporation (“RG Roofing”) (RG America, RG Restoration, Risk Management and RG Roofing, each a “RGMI Entity” and, collectively, the “RGMI Entities”), and FIRELINE RESTORATION, INC., a Florida corporation (the “Consultant”).
AMENDMENT NUMBER 1 TO SUBORDINATED SECURED CONVERTIBLE DEBENTURESSubordinated Secured Convertible Debentures • August 4th, 2005 • RG America, Inc. • Miscellaneous business credit institution • Delaware
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • August 25th, 2004 • Invvision Capital Inc • Miscellaneous business credit institution • Texas
THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of _______, 2004, by and among INVVISION CAPITAL, INC., a Nevada corporation d/b/a RG AMERICA (“Buyer”), _______________ (“Seller”), and COMPASS BANK, N.A. (“Escrow Agent”).
