THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANTDigital Lifestyles Group Inc • April 26th, 2007 • Electronic computers • Tennessee
THIS IS TO CERTIFY THAT, for value received of $ , effective immediately upon , 200 , (the “Registered Holder”), or his permitted assigns, is entitled to purchase from DIGITAL LIFESTYLES GROUP INC., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $0. (as may be adjusted pursuant to the terms of this Warrant, the “Exercise Price”), shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, $0.03 par value per share, of the Company, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., P.S.T., on , 20 , years from the date of issuance.
Form of Registration Rights AgreementForm of Registration Rights Agreement • April 26th, 2007 • Digital Lifestyles Group Inc • Electronic computers • Tennessee
This Registration Rights Agreement (the “Agreement”) is made and entered into to be effective as of the day of , 2007 (the “Effective Date”) between Digital Lifestyles Group Inc., a Delaware corporation (the “Company”), and (the “Holder”).
CONVERTIBLE LINE OF CREDIT NOTE AGREEMENTCredit Note Agreement • April 26th, 2007 • Digital Lifestyles Group Inc • Electronic computers • Tennessee
FOR VALUE RECEIVED, the undersigned Digital Lifestyles Group Inc., a Delaware corporation (“Company”), hereby promises to pay to the order of , with an address of (“Holder”), at such place as Holder may specify, in lawful money of the United States of America, the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000), or the principal amount then outstanding of the advances that Holder makes hereunder to Company, whichever amount is less (the “Principal Amount”) on April 23, 2008 (the “Maturity Date”), plus interest on the Principal Amount outstanding from time to time hereunder at a rate equal to seven and one half percent (7.5%) per annum. Interest shall be calculated in arrears on the Principal Amount outstanding through the last day of each month and shall be due and payable in arrears in monthly installments on the first business day of each month commencing on June 1, 2007 for the Principal Amount outstanding and ending on the Maturity Date, as may adjusted according to
Mr. L.E. Smith Chairman & Chief Executive Officer Digital Lifestyles Group, Inc. and affiliates 1872 West Avenue, Suite 102 Crossville, TN 38555 Re: Side Letter Dear Mr. Smith:Digital Lifestyles Group Inc • April 26th, 2007 • Electronic computers
Reference is hereby made to that certain Security Agreement dated as of November 29, 2004 by and among Digital Lifestyles Group, Inc., a Delaware corporation (“DLFG”), hip-e Operating Company, Inc., a Delaware corporation, Northgate Operating Company, Inc., a California corporation and such other subsidiaries and/or affiliates of DLFG named in that certain Security Agreement or which thereafter became a party thereto (collectively, the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement.
