REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2007, between Ethos Environmental, Inc. a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXHIBIT 4.3 SERVICES AGREEMENT AGREEMENT made this _____ day of September 2003 by and between Randy Jones and Victor Industries Inc., an Idaho corporation. WHEREAS, Randy Jones has provided certain bookkeeping services to Victor Industries; and...Services Agreement • September 17th, 2003 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 4.1 CONSULTING SERVICES CONTRACT This consulting services agreement ("Consulting Agreement") is made as of this _____ day of September, 2003, by and between JAMES J. VOGEL ("Vogel "), a an individual, and Victor Industries Inc. (the...Consulting Services Agreement • September 17th, 2003 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Exhibit 4.1 Advisory and Consulting Agreements Number of Shares and Options -------------------------------- 4.1 Barry R. Clark 5,500,000Consulting Agreement • April 5th, 2002 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California
Exhibit 4.1 Advisory and Consulting AgreementsConsulting Agreement • November 29th, 2001 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California
COMMON STOCK PURCHASE WARRANT ETHOS ENVIRONMENTAL, INC.Security Agreement • January 14th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MKM Opportunity Master Fund, Limited, a Cayman Islands corporation (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ethos Environmental, Inc., a Nevada corporation (the “Company”), up to 1,500,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 1, 2007, is entered into this 12th day of December 2007 by and between Enrique de Vilmorin (“Employee”), and Ethos Environmental, Inc., a Nevada corporation (“Company”).
EXHIBIT 4.2 CONSULTING SERVICES CONTRACT This consulting services agreement ("Consulting Agreement") is made as of this _____ day of September, 2003, by and between Travis Martin ("Martin"), a an individual, and Victor Industries Inc. (the "Company"),...Consulting Services Contract • September 17th, 2003 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels)
ContractCommon Stock Purchase Warrant • November 19th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ETHOS ENVIRONMENTAL, INC., EEI ACQUISITION CORPORATION, AND REGENECA INTERNATIONAL, INC. December 14, 2010Merger Agreement • January 4th, 2011 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
This Agreement and Plan of Merger (this “Agreement”) is effective as of December 14, 2010, by and among ETHOS ENVIRONMENTAL, INC., a Nevada corporation (“Buyer”), EEI ACQUISITION CORPORATION, a Nevada corporation (“Acquisition Corp.”), and REGENECA INTERNATIONAL, INC., a Nevada corporation (“Seller”). Certain capitalized terms used in this Agreement are defined in the text or on Exhibit A attached hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2011 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), executed on this ___ day of August, 2009, is made and entered into by and between Ethos Environmental, Inc., a Nevada corporation, with its principal executive offices located at 6800 Gateway Park Drive San Diego, California 92154 (the “Company”), and ________________________________ (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2012 • Regeneca, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
OPERATING AGREEMENT FOR ETHOS SCIENTIFIC, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • April 15th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of the ___th day of March, 2009 by Ethos Scientific, LLC, (the “Company”) a Nevada limited liability company and Ethos Environmental, Inc. (referred to herein as the “Member(s)”).
ContractPrivate Placement Subscription Agreement • March 13th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2011 • Regeneca, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 9, 2011 (the “Effective Date”), is made by and between REGENECA, INC., a Nevada corporation, located at 1 Technology Drive, Suite C-515, Irvine, California 92618, and hereafter referred to as “the Company,” and DR. SHIRISH PHULGAONKAR, an individual residing in the state of Kentucky, hereinafter referred to as “Employee,” based upon the following:
WITNESSETHConsulting Agreement • August 14th, 2002 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT B PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENTProprietary Information and Invention Assignment Agreement • November 29th, 2011 • Regeneca, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of August 9, 2011 by and between REGENECA, INC., a Nevada corporation (the “Company,” which term includes the Company’s subsidiaries, affiliated entities, successors and assigns), and SHIRISH PHULGAONKAR (“Employee”). As a term and condition of Employee’s employment with the Company, and as additional consideration therefor and/or for its continuation at the date hereof, as well as for other good and valuable consideration the receipt and sufficiency of which Employee hereby acknowledges, the Company and Employee hereby agree, and Employee hereby represents and warrants, as follows:
SECURITY AGREEMENTSecurity Agreement • March 27th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Security Agreement (the “Agreement”) is entered into on this 26th day of March, 2008, with an effective date of January 30, 2008 (the “Effective Date”), by and between Ethos Environmental, Inc., a Nevada corporation (the “Debtor”), in favor of Patricia Applegate (the “Secured Party”).
ASSIGNMENT OF PROMISSORY NOTEAssignment of Promissory Note • October 21st, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Promissory Note Assignment Agreement (“Agreement”) made as of September ____, 2008, is by and among Enrique de Vilmorin (hereinafter referred to as “Assignor”) and Ethos Environmental, Inc. a Nevada corporation (hereinafter referred to as the “Assignee”).
Addendum No. 1 to Commercial Property Purchase Agreement and Joint Escrow Instructions By and Between (Buyer): Green Bridge Capital Partners IV, LLC. Seller: Ethos Environmental, Inc. a Nevada corporationCommercial Property Purchase Agreement • August 13th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS ADDENDUM NUMBER 1 (“First Amendment”) TO THE COMMERCIAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) is made and entered into as of this _____day of _____, 2007, by and between Buyer and Seller.
ETHOS ENVIRONMENTAL, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of January 30, 2007 by and among Ethos Environmental, Inc., a Nevada corporation (the “Company”), National Advisors, Inc., a California corporation (“National”), the National Advisors, Inc. 401(k) Profit Sharing Plan (the “Plan”), the Suncoast Financial Mortgage Corporation Pension and Profit Sharing Plan (“Suncoast”), Scott, Andy, Mark, Inc., a California corporation (“SAM”) and Jon P. Rodrigue, as the nominee for himself, and certain of the Holders and others (“Rodrigue”) (National, the Plan, Suncoast, SAM and Rodrigue are each referred to in this Agreement as a “Holder” and collectively as the “Holders”).
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement • October 14th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Settlement Agreement and General Mutual Release (“Agreement”) is made and entered into as of October ___, 2009 (the “Effective Date”), by and among Ethos Environmental, Inc. and its wholly owned subsidiary Ecomates, LLC (collectively, “ETHOS”), Thrive Worldwide, LLC, Amy Black, Jack Peterson, and Craig Ellins (collectively, “Thrive”) and MKM Opportunity Master Fund, Ltd. (“MKM”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • June 7th, 2012 • Regeneca, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Confidential Settlement Agreement and Mutual General Release (hereinafter the “Agreement”) is entered into as of June 4, 2012 by and between Regeneca, Inc., a Nevada corporation (the “Corporation”) and Matthew Nicosia (“Nicosia”). The Corporation and Nicosia shall be collectively referred to herein as the “Parties.”
Exhibit B to Securities Purchase AgreementWarrant Agreement • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS WARRANT (this “Warrant”) certifies that, for value received, MKM Opportunity Master Fund, Limited, a Cayman Islands corporation, or its registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on August 1, 2013 (the “Termination Date”), to subscribe for, purchase, and receive One Million (1,000,000) shares (the “Warrant Shares”) of fully paid and nonassessable common stock, par value $0.001 (the “Common Stock”) of Ethos Environmental, Inc., a Nevada corporation (the “Company”). The purchase price of one share of Common Stock of the Exercise Price, as defined in Section 1(b) below. The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on August 1, 2013, this Warrant shall automatically become void and of no further force or effect, a
ACQUISTION AND STOCK EXCHANGE AGREEMENTAcquisition and Stock Exchange Agreement • June 16th, 2003 • Victor Industries Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
ACQUISTION AND STOCK EXCHANGE AGREEMENT (this “Agreement”) made and CLOSED as of this June 16, 2003, by and among Victor Industries, Incorporated, an Idaho corporation having its principal place of business at 4810 North Wornath Road, Missoula, Montana 59804 ("VICI"), and New Wave Media, Inc., a Nevada corporation, having its principal place of business at _____________________________________________ (“NWAV”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • January 14th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Settlement Agreement and Mutual General Release (hereinafter referred to as the “Settlement Agreement”), is effective as of January ___, 2009, and is made by and between Ethos Environmental, Inc., a Nevada corporation (the “Company”) and Dick F. Chase, an individual (“Chase”). Ethos and Chase shall hereinafter collectively be referred to as “the Parties.” This Agreement is made in consideration of the following facts and recitals:
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2011 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Standard Lease Addendum No. 2 to Lease By and Between (Lessor): Green Bridge Capital Partners IV, LLC. Lessee: Ethos Environmental, Inc. a Nevada corporationLease Addendum • August 13th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Paragraph 7.1 of the Lease is modified by inserting the following language at the end of sub-paragraph (a) of the paragraph numbered 7.1:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Stock Purchase Agreement dated as of August 1, 2008, is by and between Ethos Environmental, Inc., a Nevada corporation (the “Company”), MKM Opportunity Master Fund, Limited, a Cayman Islands corporation (the "Purchaser").
ContractPrivate Placement Subscription Agreement • November 19th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ETHOS ENVIRONMENTAL, INC. SECURITY AGREEMENTSecurity Agreement • January 14th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Security Agreement (the “Agreement”) is made and entered into as of ______________, by and between Ethos Environmental, Inc., a Nevada corporation (the “Debtor” or the “Company”), and each of the secured parties listed on Exhibit A attached to this Agreement (each a “Secured Party” and together the “Secured Parties”).
ContractPrivate Placement Subscription Agreement • August 13th, 2007 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
AGREEMENT AND PLAN of MERGER by and among ETHOS ENVIRONMENTAL, INC., a Nevada corporation ETHOS MERGER SUB, INC., a Nevada corporation AND AL GLOBAL CORPORATION d/b/a/YOUNGEVITY, a California corporationMerger Agreement • November 25th, 2009 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of _____________, 2009, by and among Ethos Environmental, Inc., a Nevada corporation (“Ethos”); Ethos Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Ethos (“Merger Sub”); and AL Global Corporation (d/b/a Youngevity), a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A. For purposes of this Agreement, reference to the “Company” shall include each Subsidiary of the Company unless the context requires otherwise.
Exhibit A to Securities Purchase AgreementConvertible Promissory Note • August 14th, 2008 • Ethos Environmental, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION OF THIS NOTE OR OF THE COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
