SECURITIES PURCHASE AND TENDER AGREEMENTSecurities Purchase and Tender Agreement • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels • Delaware
Securities Purchase and Tender Agreement (this “Agreement”), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the “Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the “Affiliate Group”), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc., a Delaware corporation (the “Company”), and are each referred to herein as a “Stockholder”, and collectively as the “Stockholders.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG GULFSIDE SUPPLY, INC., GULFCO ACQUISITION, INC. AND EAGLE SUPPLY GROUP, INC. Dated as of August 5, 2004Agreement and Plan of Merger • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 5, 2004, by and among GULFSIDE SUPPLY, INC., a Florida corporation (“Parent”), GULFCO ACQUISITION, INC., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and EAGLE SUPPLY GROUP, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.1 of this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels
STOCK OPTION AGREEMENT (this “Agreement”), dated as of August 5, 2004, by and among Eagle Supply Group, Inc., a Delaware corporation (the “Company”), Gulfside Supply, Inc., a Florida corporation (the “Parent”), and Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
