REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2004 • Home Solutions of America Inc • Services-management services • Texas
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 6, 2004 (the "Effective Date"), by and between Home Solutions of America, Inc., a Delaware corporation (the "Company"), and the Dale W. Mars, Trustee of the Dale W. Mars Trust Dated 7-16-97, a trust formed under the laws of Florida ("Investor").
GUARANTY AGREEMENTGuaranty Agreement • February 9th, 2004 • Home Solutions of America Inc • Services-management services • Florida
THIS GUARANTY, dated February 6, 2004, to be effective as of December 31, 2003 (the "Guaranty"), is given by Home Solutions of America, Inc., a Delaware corporation (the "Guarantor"), in favor of Dale W. Mars, Trustee of the Dale W. Mars Trust Dated 07-16-97 (the "Seller").
Plan of Merger and Stock Purchase Agreement By and Among Home Solutions of America, Inc., Southern Exposure Holdings, Inc., S.E. Acquisition Corp. I, S.E. Acquisition Corp. II, Southern Exposure Unlimited of Florida, Inc., S.E. Tops of Florida, Inc.,...Plan of Merger and Stock Purchase Agreement • February 9th, 2004 • Home Solutions of America Inc • Services-management services • Delaware
This Plan of Merger and Stock Purchase Agreement (this "Agreement") is entered into as of February 6, 2004 (the "Closing Date"), to be effective as of December 31, 2003 (the "Effective Date"), by and among Home Solutions of America, Inc., a Delaware corporation ("HSOA"), Southern Exposure Holdings, Inc., a Florida corporation and wholly-owned subsidiary of HSOA ("BUYER"), S.E. Acquisition Corp. I, a Florida corporation and wholly-owned subsidiary of BUYER ("MERGERSUB1)", S.E. Acquisition Corp. II, a Florida corporation and wholly-owned subsidiary of BUYER ("MERGERSUB2)", Southern Exposure Unlimited of Florida, Inc., a Florida corporation ("TARGET1"), S.E. Tops of Florida, Inc., a Florida corporation ("TARGET2"), Dale W. Mars, an individual residing in the State of Florida ("SELLER"), and Dale W. Mars, Trustee for the Dale W. Mars Trust Dated 7/16/97 (the "TRUST"). HSOA, BUYER, MERGERSUB1, MERGERSUB2, TARGET1, TARGET2, SELLER, and TRUST are referred to herein individually as a "Party" a
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 9th, 2004 • Home Solutions of America Inc • Services-management services • Florida
THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement"), dated February 6, 2004, to be effective December 31, 2003 (the "Effective Date"), is entered into by and among Dale W. Mars ("MARS"), Dale W. Mars, Trustee of the Dale W. Mars Trust Dated 7-16-97 ("MARS TRUST") (Mars and the Mars Trust collectively, the "SELLER"), Southern Exposure Holdings, Inc., a Florida corporation (the "BUYER"), S.E. Acquisition Corp. I, a Florida corporation ("TARGET1"), and S.E. Acquisition Corp. II, a Florida corporation ("TARGET2").
SOUTHERN EXPOSURE HOLDINGS, INC. SUBORDINATED PROMISSORY NOTEStock Purchase Agreement • February 9th, 2004 • Home Solutions of America Inc • Services-management services
This Note (this "Note") is issued by Southern Exposure Holdings, Inc., a Florida corporation (the "Obligor"), to Dale W. Mars, Trustee of the Dale W. Mars Trust Dated 07-16-97 (the "Holder"), pursuant to Section 1.2(b) of that certain Plan and Agreement of Merger and Stock Purchase Agreement (the "Stock Purchase Agreement") of even date herewith. Pursuant to the Stock Purchase Agreement, this Note is being issued in connection with the merger (the "Merger") of Southern Exposure Unlimited of Florida, Inc. ("TARGET1") and SE Tops of Florida, Inc. ("TARGET2"), and the sale (the "Sale") by Dale W. Mars ("Mars"), an individual resident of the State of Florida, of 50% of the outstanding capital stock of SouthernStone Cabinets, Inc. ("TARGET3") (collectively, the "TARGETS"). This Note evidences a portion of the consideration owed by the Obligor to the Holder and Mars in connection with the Merger and Sale.
