Contract (August 10th, 2007)
EXHIBIT 4.5 NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement ("Agreement") is made and entered into as of _______________, 2005 by and between RG Global Lifestyles, Inc., a California corporation ("Company"), and ____________________, an individual ("Purchaser"). WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, an unsecured promissory note in the principal amount of $__________, in the form attached hereto as Exhibit A ("Note"). WHEREAS, as an inducement for the Purchaser to enter into this Agreement, the Company shall grant to the Purchaser on the date of this Agreement a warrant to purchase a number of shares of the Company's common stock, par value $0.001 per share ("Common Stock"), equal to one share per dollar paid as investment in the Note by Purchaser, vesting in full at twelve months after the date of this Agreement, at an exercise price equal to the lowest Closi
Contract (July 13th, 2007)
EXHIBIT 10.14 TECHNOLOGY TRANSFER AGREEMENT THIS TECHNOLOGY TRANSFER AGREEMENT, having an effective date as defined below by and between RG Global Lifestyles, Inc., located at 30021 Tomas, Suite 200, Rancho Santa Margarita, CA 92688 ("RGGL"), and Catalyx, Inc., located at 595 W. Lambert Rd. no. 205, Brea, CA 92821 ("CFS"). Either CFS or RGGL may hereinafter be individually referred to as a "Party" or collectively as the "Parties"; and WHEREAS, CFS represents that it has invented and developed certain intellectual property hereinafter referred to as "Technology", useful in filtration of sodium from water produced in the process of extracting methane in wet bed mining situation (more fully explained on Schedule 1 hereto); and WHEREAS, RGGL desires to obtain from CFS, and CFS is willing to transfer to RGGL the Technology. NOW, THEREFORE, in consideration of the terms, conditions and provisions hereinafter set forth, the sufficienc
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
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").
Intellectual Property Security Agreement (July 21st, 2006)
2006 Incentive and Nonstatutory Stock Option Plan (July 21st, 2006)
Contract (June 8th, 2006)
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 RECEIVED, RG GLOBAL LIFESTYLES, INC., a California Corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of ____________or registered assigns (the "Holder") the sum of _________, on June 6, 2009 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of si
Contract (June 8th, 2006)
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 PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, __________________ 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
Master Separation and Distribution Agreement (January 25th, 2006)
RG Global Lifestyles, Inc., a Delaware Corporation, having corporate offices at 30021 Tomas, Suite 200, Rancho Santa Margarita, CA 92688, hereafter "RGGL",
Rg Global Lifestyles, Inc. Promissory Note (August 12th, 2005)
This Note may be redeemed by the Company at any time prior to the Maturity Date without penalty. Interest accrued on the principal amount of this Note so redeemed shall be due and payable on such redemption date.
Agreement of Purchase and Sale and Joint Escrow Instructions by and Between First Strike, Inc. A Nevada Corporation Seller and a California Corporation Purchaser Effective as of January 13, 2005 (June 29th, 2005)
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (the Agreement) effective as of January 13, 2005, is made by and between FIRST STRIKE, INC., a Nevada Corporation (hereafter referred to as First Strike or Seller) and R.G. GLOBAL LIFESTYLES, INC., a California Corporation (hereinafter referred to as RGGL or Purchaser).(Seller and Purchaser are sometimes referred to herein individually as a Party and collectively as the Parties).
Contract (August 23rd, 2004)
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") dated as of July 8, 2004, is entered into by and between AMERIKAL INTERNATIONAL HOLDING, INC., a Nevada corporation ("AIH"); RG GLOBAL LIFESTYLES, INC., a California corporation ("Buyer" or "RGGL"); Horst Geicke, an individual and resident of Hong Kong SAR; and certain individuals and companies as owners of all of the issued and outstanding shares of AIH (hereinafter "Sellers") represented by Bruce E. Thomsen as signatory to this Agreement on their behalf as a group. The use of the term "Party" or "Parties" shall include one or collectively all herein. This Agreement is being entered into for the purpose of implementing the foregoing purposes and sets forth the terms and conditions set forth herein pursuant to which Sellers are selling to Buyer and Buyer is purchasing from the Sellers all of the issued