EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 8, 2005, among RCG Companies Incorporated, a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
EXHIBIT 4.3 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of February 8, 2005 (this "Agreement"), among RCG Companies Incorporated, a Delaware corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the...Security Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • New York
EXHIBIT 4.4 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Securities Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • New York
