AGREEMENTSecurity Agreement • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution • New York
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 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
58. CONTRACT RATE AND MINIMUM BORROWING NOTESecured Revolving Note • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
53. CONTRACT RATESecured Convertible Minimum Borrowing Note • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
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
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
