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...Agreement and Plan of Reorganization • August 23rd, 2004 • Rg Global Lifestyles Inc • Dolls & stuffed toys • California
EXHIBIT 10.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 27th, 1996 • Knickerbocker L L Co Inc • Dolls & stuffed toys • California
EXHIBIT B to Securities Purchase Agreement VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON SEPTEMBER 8, 2002 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Knickerbocker L L Co Inc • October 3rd, 1997 • Dolls & stuffed toys • New York
RECITALSAsset Purchase Agreement • September 21st, 2001 • Knickerbocker L L Co Inc • Dolls & stuffed toys • California
1 2 In order to determine the amount of the Management Bonus Fund, a calculation will be made from the audited fiscal year end financial statements within 45 days of the availability of such audited statements. If, upon such calculation, it is...Employment Agreement • April 30th, 1999 • Knickerbocker L L Co Inc • Dolls & stuffed toys • California
EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 8, 1997, by and among THE L.L. KNICKERBOCKER CO., INC., a corporation organized under the laws of the State...Securities Purchase Agreement • October 3rd, 1997 • Knickerbocker L L Co Inc • Dolls & stuffed toys • New York
OC ENERGY DRINK, INC. PLAN OF ORGANIZATIONSecurities Purchase Agreement • September 7th, 2007 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • California
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 8, 1998, by and among THE L.L. KNICKERBOCKER CO., INC., a corporation organized under the laws of the State of...Securities Purchase Agreement • June 10th, 1998 • Knickerbocker L L Co Inc • Dolls & stuffed toys • New York
ARTICLE I PREPAYMENTKnickerbocker L L Co Inc • October 3rd, 1997 • Dolls & stuffed toys • New York
5.4 Subsidiaries and Affiliates....................................... 11 ---------------------------- 5.5 Financial Condition Of Buyer....................................... 11 ---------------------------- 5.6...Agreement of Purchase and Sale • August 6th, 1997 • Knickerbocker L L Co Inc • Dolls & stuffed toys • California
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 6, 2006, by and among RG Global Lifestyles, Inc., a California corporation with its headquarters located at 30021 Tomas, Ste 200, Rancho Santa Margarita,...Registration Rights Agreement • June 8th, 2006 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products • New York
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...Securities Purchase Agreement • June 8th, 2006 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products • New York
EXHIBIT 4.4 RG GLOBAL LIFESTLYES INC. COMMON STOCK WARRANT THIS COMMON STOCK WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS COMMON STOCK WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE...Rg Global Lifestyles Inc • August 10th, 2007 • Air-cond & warm air heatg equip & comm & indl refrig equip • California
EXHIBIT 10.5 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT -------------------------------------------- THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is entered into as of November 7, 1996, by and among HARLYN PRODUCTS, INC., a...Stock Purchase Agreement • November 27th, 1996 • Knickerbocker L L Co Inc • Dolls & stuffed toys
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of [DATE] (this "Agreement"), is made by and among The L.L. Knickerbocker Co., Inc. a California corporation (the "Company"), and the person named on the signature...Registration Rights Agreement • November 27th, 1996 • Knickerbocker L L Co Inc • Dolls & stuffed toys • New York
EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into at Lake Forest, California, effective as of April 1,1998, between the L. L. Knickerbocker Co., Inc., a California corporation ("Employer") and Robert L. West,...Employment Agreement • April 15th, 1999 • Knickerbocker L L Co Inc • Dolls & stuffed toys • California
SECURITY AGREEMENTSecurity Agreement • July 21st, 2006 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
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 AGREEMENTIntellectual Property Security Agreement • July 21st, 2006 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
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”).
WAIVERWaiver • October 9th, 1998 • Knickerbocker L L Co Inc • Dolls & stuffed toys • New York
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...Technology Transfer Agreement • July 13th, 2007 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • California
STOCK PURCHASE WARRANTExercise Agreement • July 21st, 2006 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
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 “Engagement Agreement”).
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into at Rancho Santa Margarita, California, effective as of July l, 1996, between the L. L. Knickerbocker Co., Inc., a California corporation ("Employer") and Tamara...Employment Agreement • August 6th, 1997 • Knickerbocker L L Co Inc • Dolls & stuffed toys • California
EXHIBIT 10.1 PRIVATE SECURITIES SUBSCRIPTION AGREEMENT THE L.L. KNICKERBOCKER CO., INC./[BUYER]Private Securities Subscription Agreement • November 27th, 1996 • Knickerbocker L L Co Inc • Dolls & stuffed toys • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2010 • Sustainable Environmental Technologies Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • California
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”).
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...Exercise Agreement • June 8th, 2006 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products • New York
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, 2005Agreement of Purchase and Sale • June 29th, 2005 • Rg Global Lifestyles Inc • Dolls & stuffed toys • Nevada
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”).
AMENDMENT TO PROMISSORY NOTE BY AND BETWEEN KARIM JOSEPH MURRAY AND LARBI JOHN MURRAY AND RG GLOBAL LIFESTYLES, INC.Karim Joseph Murray • November 16th, 2005 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products
This Amendment to Promissory Note (“Agreement”) is entered into between Karim Joseph Murray and Larbi John Murray ( collectively “Investors”) and RG Global Lifestyles, Inc. (“Company”) on November 15, 2005.
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...Note and Warrant Purchase Agreement • August 10th, 2007 • Rg Global Lifestyles Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • California
AGREEMENT OF MERGERAgreement of Merger • November 7th, 2013 • Sustainable Environmental Technologies Corp • Oil & gas field services, nec • California
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”)
SALE AND PURCHASE AGREEMENT BETWEEN MED-EQ AS AND AMERIKAL NUTRACEUTICAL CORPSale and Purchase Agreement • November 14th, 2005 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products
This agreement ("Agreement") between Med-Eq A/S, Farmannsveien 18-22, 3111 Tønsberg, Norway, Reg.No. 934720016 (hereinafter referred to as "Med-Eq") and Amerikal Nutraceutical Corp, with registered offices at 17751 Mitchell Avenue, Irvine, CA 92614, USA (hereinafter referred to as the "Amerikal") (collectively referred to as "the Parties"):
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2005 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products • California
This Independent Contractor Agreement (the “Agreement”) is entered into effective as of the 7th day of July 2005, by and between RG GLOBAL LIFESTYLES, INC. (“RGG”), a California corporation, AQUAIR, INC. (“AQUAIR”), a wholly-owned subsidiary of RGG, and Brig. Gen. Steve Ritchie USAF, Ret. (“RITCHIE”), an individual and resident of the State of Colorado. RGG, AQUAIR and RITCHIE are collectively referred to as the “Parties.”
AGREEMENT TO LEASEAgreement to Lease • June 29th, 2005 • Rg Global Lifestyles Inc • Dolls & stuffed toys
This agreement, made this 28th day of April, 2003, between Pharmaxx Inc (hereinafter “Lessor”) and Amerikal Nutraceutical Corporation (hereinafter “Lessee”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 21st, 2006 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products • California
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").
AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • April 22nd, 2013 • Sustainable Environmental Technologies Corp • Oil & gas field services, nec • California
Lender and Borrower are entering into this Loan Agreement, to amend and restate the original revolving loan agreement dated September 3, 2012. Therefore, the original revolving loan agreement dated September 3, 2012, shall be null and void and of no effect once Lender and Borrower execute this Loan Agreement which will replace in its entirety the original revolving loan agreement dated September 3, 2012.
MASTER SEPARATION AND DISTRIBUTION AGREEMENTEscrow Agreement • January 25th, 2006 • Rg Global Lifestyles Inc • Medicinal chemicals & botanical products • California
RG Global Lifestyles, Inc., a Delaware Corporation, having corporate offices at 30021 Tomas, Suite 200, Rancho Santa Margarita, CA 92688, hereafter “RGGL”,
