STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated October 16, 2007 to be effective as of October 1, 2007, and is between Home Solutions of America, Inc., a Delaware corporation (“Seller”), and Laurus Master Fund, Ltd., a Cayman Islands company (“Purchaser”).
EQUIPMENT LEASEEquipment Lease • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Texas
This Equipment Lease (this “Lease”) is made and entered into as of the day of October, 2007 (the “Effective Date”), by and between CTFD, Inc., a Texas corporation, and CTFD Marine, a Texas corporation, (together, “Lessor” and each such entity, a “Lessor Entity”), and Fireline Restoration, Inc., a Florida corporation (“Lessee”).
LOCK-UP AGREEMENTLock-Up Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Texas
This Lock-Up Agreement between Home Solutions of America, Inc., a Delaware corporation (“Seller”), and Laurus Master Fund, Ltd., a Cayman Islands company (“Purchaser”), dated October 16, 2007 to be effective as of October 1, 2007 (this “Agreement”) is made in connection with that certain Stock Purchase Agreement between Seller and Purchaser, dated as of even date herewith (the “Purchase Agreement”) and that certain Release Agreement between Seller and Purchaser dated as of even date herewith (the “Release Agreement”).
VOTING AGREEMENTVoting Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated October 16, 2007 to be effective as of October 1, 2007, and is entered into by and among Frank J. Fradella, in his capacity as the Chief Executive Officer of the Company and as the initial Voting Person (as defined below) for the benefit of Home Solutions of America, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands Company (“Laurus”).
ASSET PURCHASE AND INDEMNITY AGREEMENTAsset Purchase and Indemnity Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Texas
This Asset Purchase and Indemnity Agreement (this “Agreement”) is made and entered into as of this the 16th day of October, 2007 by and among Fireline Restoration, Inc., a Florida corporation as the purchaser (the “Purchaser”), RG America, Inc., a Nevada corporation (“RGA”) and the following RGA subsidiaries: Restoration Group America 2003, Inc., a Texas corporation, Restoration Group America, Inc., a Texas corporation (“Restoration Group America”), RG Restoration, Inc., a Texas corporation, RG Insurance Services, Inc., a Texas corporation, CTFD, Inc., a Texas corporation (“CTFD”), CTFD Marine, Inc., a Texas corporation (“CTFD Marine”), RG Risk Management, Inc., a Texas corporation (“RGRM”), Invvision Funding, Inc., a Texas corporation, Practical Building Solutions 2000, Inc., a Texas corporation, and RG Florida GC, Inc., a Florida corporation, as the seller (RGA and the foregoing subsidiaries are referred to herein collectively as the "Seller” and individually as a “Seller Entity”).
ROYALTY AGREEMENTRoyalty Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • 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”).
RELEASE AGREEMENTRelease Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Delaware
THIS RELEASE AGREEMENT (this “Agreement”) is dated October 16, 2007 to be effective as of October 1, 2007, and is between Home Solutions of America, Inc., a Delaware corporation (“Home Solutions”), and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”).
REGISTRATION RIGHTSRegistration Rights Agreement • October 24th, 2007 • Home Solutions of America Inc • Services-management services • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated October 16, 2007 to be effective as of October 1, 2007, and is between Home Solutions of America, Inc., a Delaware corporation (“Home Solutions”), and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”)
