STOCK PURCHASE WARRANTWarrant Agreement • July 21st, 2006 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS CERTIFIES THAT, for value received, Ascendiant Securities, LLC or its registered assigns, is entitled to purchase from RG Global Lifestyles, Inc., a California corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 640,000 fully paid and nonassessable shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), at an exercise price per share equal to $.80 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Engagement Agreement, dated March 21, 2006, by and among the Company and the Buyers listed on the execution page thereof (the “Engagement Agreement”).
SECURITY AGREEMENTSecurity Agreement • July 21st, 2006 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SECURITY AGREEMENT (this “Agreement”), dated as of June 6, 2006, by and among RG Global Lifestyles, Inc., a California corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 21st, 2006 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of June 6, 2006, by and among RG Global Lifestyles, Inc., a California corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
