STOCK PLEDGE AGREEMENTStock Pledge Agreement • January 4th, 2005 • Digital Lifestyles Group Inc • Electronic computers • New York
This Stock Pledge Agreement (this “Agreement”), dated as of November 29, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), Digital Lifestyles Group, Inc., a Delaware corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. DIGITAL LIFESTYLES GROUP, INC. HIP-E OPERATING COMPANY, INC. and NORTHGATE OPERATING COMPANY, INC. Dated: November 29, 2004Security Agreement • January 4th, 2005 • Digital Lifestyles Group Inc • Electronic computers • New York
This Security Agreement is made as of November 29, 2004 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), Digital Lifestyles Group, Inc., a Delaware corporation (“Company”), and hip-e Operating Company, Inc., a Delaware corporation (“HIP-E”) and Northgate Operating Company, Inc. (a California corporation) (“Northgate”) each, of HIP-E and Northgate, being an Eligible Subsidiary.
ContractDigital Lifestyles Group Inc • January 4th, 2005 • Electronic computers • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH STOCK UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL LIFESTYLES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractDigital Lifestyles Group Inc • January 4th, 2005 • Electronic computers • New York
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 APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL LIFESTYLES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENTMinimum Borrowing Note Registration Rights Agreement • January 4th, 2005 • Digital Lifestyles Group Inc • Electronic computers • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Minimum Borrowing Notes and the Warrants referred to therein.
