Rg Global Lifestyles Inc Sample Contracts

Sustainable Environmental Technologies Corp – EXHIBIT A (December 16th, 2013)

THIS AGREEMENT OF MERGER (this “Agreement”) is entered into as of October 28, 2013, by and among Sustainable Environmental Technologies Corporation, a California corporation (“Subsidiary”) and HJG Holdings, LLC, a California limited liability company (“Parent”)

Sustainable Environmental Technologies Corp – AGREEMENT OF MERGER (November 7th, 2013)

THIS AGREEMENT OF MERGER (this “Agreement”) is entered into as of October 28, 2013, by and among Sustainable Environmental Technologies Corporation, a California corporation, and its wholly owned subsidiaries as listed on Exhibit “A” attached hereto (“Subsidiary”) and HJG Holdings, LLC, a California limited liability company (“Parent”)

Sustainable Environmental Technologies Corp – AMENDED AND RESTATED REVOLVING LOAN AGREEMENT (April 22nd, 2013)
Sustainable Environmental Technologies Corp – AMENDED AND RESTATED REVOLVING LOAN AGREEMENT (April 22nd, 2013)
Sustainable Environmental Technologies Corp – CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (January 25th, 2012)
Sustainable Environmental Technologies Corp – AMENDMENT TO TECHNOLOGY PURCHASE AGREEMENT (September 8th, 2011)

This Amendment to Technology Purchase Agreement (this “Amendment”) to that certain Technology Purchase Agreement (“TPA”) and ancillary agreements, all dated August 27, 2010 (collectively the “Agreements”), is entered into this 1st day of September 2011 (“Effective Date”), by and between World Environmental Solutions Pty Ltd. ("Seller"), and SET IP Holdings LLC, a Utah limited liability company (“Buyer”) and its parent company, Sustainable Environmental Technologies Corp, a California corporation ("SET CORP") (Buyer, Seller and SET CORP are individually referred to as a “Party” and collectively as the “Parties”).

Sustainable Environmental Technologies Corp – 2011 Amendment to EMPLOYMENT AGREEMENT (April 12th, 2011)

THIS 2011 Amendment to EMPLOYMENT AGREEMENT (this “2011 Amendment”) is entered into on April 4, 2011, and amends certain terms of the EMPLOYMENT AGREEMENT dated November 1, 2010 (“Agreement”), by and between Sustainable Environmental Technologies Corporation (the “Company”) and Keith Morlock (“Executive”).

Sustainable Environmental Technologies Corp – 2011 Amendment to EMPLOYMENT AGREEMENT (April 12th, 2011)

THIS 2011 Amendment to EMPLOYMENT AGREEMENT (this “2011 Amendment”) is entered into on April 4, 2011, and amends certain terms of the EMPLOYMENT AGREEMENT dated November 1, 2010 (“Agreement”), by and between Sustainable Environmental Technologies Corporation (the “Company”) and Robert Glaser (“Executive”).

Sustainable Environmental Technologies Corp – AMENDMENT NO. 1 TO PRO-WATER ACQUISITION AGREEMENT (March 7th, 2011)

THIS AMENDMENT NO. 1 TO PRO-WATER ACQUISITION AGREEMENT (the “Amendment”), is entered into as of this 12th day of July 2010, by and between RG Global Lifestyles, Inc. (“RGBL” or Buyer”) a California corporation having its principal place of business located at 2345 W. Foothill, Suite #7, Upland, CA 91786 and Pro-Water LLC, a Colorado limited liability company (“Pro-Water”) and Metropolitan Real Estate LLC, a New York limited liability company, and the sole Pro-Water member (“Pro-Water Member”). (The Pro-Water Member and Pro-Water are collectively referred herein as “Seller” or “Sellers”.) Buyer and Seller(s) are sometimes collectively referred to herein as the “Parties” and individually as the “Party.”

Sustainable Environmental Technologies Corp – INDEX (March 7th, 2011)

Common stock;$0.001 par value, on a historical basis - 200,000,000 shares authorized, 106,982,899 issued and 106,667,899 outstanding; on a pro-forma basis - 200,000,000 shares authorized, 171,316,232 issued and 171,001,232 outstanding

Sustainable Environmental Technologies Corp – LICENSE AGREEMENT (March 7th, 2011)

This License Agreement (“Agreement”) is made and entered into as of August 27, 2010 (the “Effective Date”) by and between SET IP Holdings LLC, a Utah limited liability company (“Licensor”) and World Environmental Solutions Pty Ltd. (“Licensee”).

Sustainable Environmental Technologies Corp – AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (February 17th, 2011)

THIS AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (the “Amendment”), is entered into as of this 14th day of January 2011 (“Effective Date”), by and between Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.), a California corporation (“SETS”), and Horst Franz Geicke (“Lender”).

Sustainable Environmental Technologies Corp – INDEX (January 10th, 2011)

Common stock;$0.001 par value, on a historical basis - 200,000,000 shares authorized, 106,982,899 issued and 106,667,899 outstanding; on a pro-forma basis - 200,000,000 shares authorized, 171,316,232 issued and 171,001,232 outstanding

Sustainable Environmental Technologies Corp – INDEX (November 22nd, 2010)

On July 7, 2010, Sustainable Environmental Technologies Corporation (the “Company” or “SETCORP”) entered into an agreement to acquire Pro Water, LLC (“Pro Water”), a Utah limited liability company (formerly a Colorado limited liability company) with its sole equity member Metropolitan Real Estate LLC, a New York limited liability company. Pro Water owns and operates an injection well disposal refinery in Duchesne, Utah.  The Company acquired Pro Water to expand its water processing services. Under the terms of the Agreement, the Company acquired 100% of the equity of Pro Water from its sole member, and Pro Water will become a wholly-owned subsidiary of the Registrant in exchange for the payment of 20,000,000 shares of the Company’s restricted common stock, a secured convertible promissory note payable quarterly over the period of one year from the closing date in the amount of $2.0 million, with an interest rate of 5% and a conversion feature at the option of the holder into shares of

Sustainable Environmental Technologies Corp – EMPLOYMENT AGREEMENT (November 5th, 2010)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 1, 2010 (the “Effective Date”) by and between Sustainable Environmental Technologies Corporation (the “Company”) and Robert Glaser (“Executive”).

Sustainable Environmental Technologies Corp – EMPLOYMENT AGREEMENT (November 5th, 2010)
Sustainable Environmental Technologies Corp – EMPLOYMENT AGREEMENT (November 5th, 2010)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 1, 2010 (the “Effective Date”) by and between Sustainable Environmental Technologies Corporation (the “Company”) and Keith Morlock (“Executive”).

Sustainable Environmental Technologies Corp – TECHNOLOGY PURCHASE AGREEMENT (September 3rd, 2010)

This Agreement is dated August 27, 2010 by and between the company listed on Exhibit A hereto World Environmental Solutions Pty Ltd.  ("Seller"), and SET IP Holdings LLC, a Utah limited liability company (“Buyer”) and its parent company, Sustainable Environmental Technologies Corp, a California corporation ("SET CORP").

Sustainable Environmental Technologies Corp – CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF RG GLOBAL LIFESTYLES, INC. (August 9th, 2010)
Rg Global Lifestyles Inc – AMENDMENT NO. 1 TO PRO-WATER ACQUISITION AGREEMENT (July 14th, 2010)

THIS AMENDMENT NO. 1 TO PRO-WATER ACQUISITION AGREEMENT (the “Amendment”), is entered into as of this 12th day of July 2010, by and between RG Global Lifestyles, Inc. (“RGBL” or Buyer”) a California corporation having its principal place of business located at 2345 W. Foothill, Suite #7, Upland, CA 91786 and Pro-Water LLC, a Colorado limited liability company (“Pro-Water”) and Metropolitan Real Estate LLC, a New York limited liability company, and the sole Pro-Water member (“Pro-Water Member”). (The Pro-Water Member and Pro-Water are collectively referred herein as “Seller” or “Sellers”.) Buyer and Seller(s) are sometimes collectively referred to herein as the “Parties” and individually as the “Party.”

Rg Global Lifestyles Inc – AMENDMENT TO UNSECURED CONVERTIBLE SHORT TERM LOAN FACILITY (July 9th, 2010)

This Amendment to Unsecured Convertible Short Term Loan Facility is entered into by and between Horst Franz Geicke and RG Global Lifestyles, Inc., a California corporation, and amends a certain Unsecured Convertible Short Term Loan Facility entered into by the parties on January 5, 2010 (“Note”).

Rg Global Lifestyles Inc – PRO-WATER ACQUISITION AGREEMENT (July 9th, 2010)

THIS PRO-WATER ACQUISITION AGREEMENT (the “Agreement”), is entered into as of this 7th day of July 2010, by and between RG Global Lifestyles, Inc. (“RGBL” or Buyer”) a California corporation having its principal place of business located at 2345 W. Foothill, Suite #7, Upland, CA 91786 and Pro-Water LLC, a Colorado limited liability company (“Pro-Water”) and Metropolitan Real Estate LLC, a New York limited liability company, and the sole Pro-Water member (“Pro-Water Member”). (The Pro-Water Member and Pro-Water are collectively referred herein as “Seller” or “Sellers”.) Buyer and Seller(s) are sometimes collectively referred to herein as the “Parties” and individually as the “Party.”

Rg Global Lifestyles Inc – 2345 W. Foothill Blvd., Ste. 7 Upland, CA 91786 United States of America January 5, 2010 Dear Sirs US$150,000.00 Unsecured Convertible Short-Term Loan Facility (February 22nd, 2010)

I, Horst Franz Geicke, (the "Lender"), am pleased to confirm that have agreed to make a convertible short-term loan facility to R.G. Global Lifestyles, Inc (the “Borrower”) on the following terms and conditions:-

Rg Global Lifestyles Inc – AMENDED CERTIFICATE OF DETERMINATION OF SERIES A PREFERRED STOCK (February 9th, 2009)
Rg Global Lifestyles Inc – SECURITIES PURCHASE AGREEMENT (February 19th, 2008)

This Securities Purchase Agreement ("Agreement") is made and entered into as of November ___, 2007 by and between RG Global Lifestyles, Inc., a California corporation ("Company"), and ____________ ("Purchaser").

Rg Global Lifestyles Inc – SECURITIES PURCHASE AGREEMENT (February 19th, 2008)

This Securities Purchase Agreement ("Agreement") is made and entered into as of November ___, 2007 by and between RG Global Lifestyles, Inc., a California corporation ("Company"), and ____________ ("Purchaser").

Rg Global Lifestyles Inc – March 2l..2006 (August 30th, 2006)

This letter agreement (the "Agreement") confirm that RG Global Lifestyles, Inc. ("Client") has engaged Ascendiant Securities. LLC ("Ascendiant") to act on a best efforts basis as financial advisor and non-exclusive placement agent for the Client in connection with the structuring, issuance, and sale (the "Transaction(s)") of debt and/or equity securities (the "Securities") for financing purposes. Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange: Commission (SEC), and member of the NASD and SIPC.

Rg Global Lifestyles Inc – STOCK PURCHASE WARRANT (July 21st, 2006)

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 “Engagem

Rg Global Lifestyles Inc – SECURITY AGREEMENT (July 21st, 2006)

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”).

Rg Global Lifestyles Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (July 21st, 2006)

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”).

Rg Global Lifestyles Inc – 2006 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN (July 21st, 2006)
Rg Global Lifestyles Inc – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT. CALLABLE SECURED CONVERTIBLE NOTE Rancho Santa Margarita, California June 6, 2006 FOR VALUE R (June 8th, 2006)
Rg Global Lifestyles Inc – SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 6, 2006, by and among RG Global Lifestyles, Inc., a California corporation, with headquarters located at 30021 Tomas, Ste 200, Rancho Santa Margarita, CA 92688 (the "COMPANY"), and each of the purchasers set forth on the signature pages hereto (the "BUYERS"). WHEREAS: A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Co (June 8th, 2006)
Rg Global Lifestyles Inc – THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 6, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURS (June 8th, 2006)
Rg Global Lifestyles Inc – NOTE AND WARRANT PURCHASE AGREEMENT (February 21st, 2006)

This Note and Warrant Purchase Agreement ("Agreement") is made and entered into as of November ___, 2005 by and between RG Global Lifestyles, Inc., a California corporation ("Company"), and ________________, an individual ("Purchaser").