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 TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT.
Issued: January 26, 2007
Warrant to Purchase _________ Shares of Common Stock
Expiration Date: January 26, 2012
RG Global Lifestyles, Inc., a California corporation ("Company"), hereby
certifies that, for value received, _______________ ("________"), or any
transferee to whom this warrant ("Warrant") is properly transferred ("Holder"),
is entitled, on the terms set forth below, to purchase from the Company at any
time until 5:00 p.m., PST, on January 26, 2012 ("Expiration Date") ___________
fully paid and nonassessable shares of the Common Stock, par value $0.001 per
share ("Common Stock"), of the Company, at a price $0.21 per share ("Purchase
Price").
This Warrant is being issued pursuant to the Technology Transfer Agreement
effective as of January 26, 2007 between the Company and Catalyx Fluid
Solutions, Inc., as amended (the "Agreement").
1. Exercise of Warrant; Transfer of Warrant.
(a) Exercise of Warrant. At any time after January 26, 2007 ("Vesting
Date"), and prior to 5:00 p.m. on the Expiration Date, the rights represented by
this Warrant may be exercised by the Holder, in whole or in part, upon surrender
of this Warrant to the Company, together with an executed Notice of Exercise,
substantially in the form attached hereto as Exhibit 1, at the Company's primary
executive office, with payment by check to the Company of the amount obtained by
multiplying the number of shares of Common Stock with respect to which this
Warrant is being exercised by the Purchase Price.
(b) Partial Exercise. Upon any partial exercise, the Company will
issue to the Holder a new Warrant for the number of shares of Common Stock as to
which this Warrant was not exercised.
(c) Fractional Shares. No fractional shares of Common Stock shall be
issued upon any exercise of this Warrant. Instead of any fractional share which
would otherwise be issuable upon exercise, the Company shall pay a cash amount
in respect of each fractional share at a price equal to an amount calculated by
multiplying such fractional share (calculated to the nearest 1/100th of a share)
by the Fair Market Value of a share of Common Stock on the date of exercise, as
applicable, minus the Purchase Price. Payment of such amount shall be made in
cash or by check payable to the order of the Holder at the time of delivery of
any certificate or certificates arising upon such exercise.
(d) Taxes. The Company will not be required to pay any tax imposed in
connection with any transfer involved in the issuance of a Warrant or a
certificate for shares of Common Stock in any name other than that of the Holder
hereof, and in such case, the Company will not be required to issue or deliver
any stock certificate or Warrant until such tax is paid.
(e) Transfer of Warrant. Transfer of this Warrant to a third party
shall be effected by execution and delivery of the Notice of Assignment attached
hereto as Exhibit 2 and surrender of this Warrant for registration of transfer
of this Warrant at the primary executive office of the Company, together with
funds sufficient to pay any applicable transfer tax. Upon receipt of the duly
executed Notice of Assignment and the necessary transfer tax funds, if any, the
Company, at its expense, shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Warrants representing the
right to purchase a like aggregate number of shares of Common Stock.
2. Antidilution Provisions.
(a) Reorganization, Reclassification or Recapitalization of the
Company. In case of (i) a capital reorganization, reclassification or
recapitalization of the Company's capital stock (other than in the cases
referred to in Section 2(c) hereof), (ii) the Company's consolidation or merger
with or into another corporation in which the Company is not the surviving
entity, or a merger in which the Company is the surviving entity but the shares
of the Company's capital stock outstanding immediately prior to the merger are
converted, by virtue of the merger, into other property, whether in the form of
securities, cash or otherwise, or (iii) the sale or transfer of all or
substantially all of the Company's assets, then, as part of such reorganization,
reclassification, recapitalization, merger, consolidation, sale or transfer,
lawful provision shall be made so that there shall thereafter be deliverable
upon the exercise of this Warrant or any portion thereof (in lieu of or in
addition to the number of shares of Common Stock theretofore deliverable, as
appropriate) and without payment of any additional consideration, the number of
shares of stock or other securities of property to which the holder of the
number of shares of Common Stock which would otherwise have been deliverable
upon the exercise of this Warrant or any portion thereof at the time of such
reorganization, reclassification, recapitalization, consolidation, merger, sale
or transfer would have been entitled to receive in such reorganization,
reclassification, recapitalization, consolidation, merger, sale or transfer.
This Section 2(a) shall apply to successive reorganizations, reclassifications,
recapitalizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
exercise of this Warrant or any portion thereof. If the per share consideration
payable to the Holder for shares of Common Stock in connection with any
transaction described in this Section 2(a) is in a form other than cash or
marketable securities, then the value of such consideration shall be determined
in good faith by the Board.
(b) Splits and Combinations. If the Company at any time or from time
to time after the date of this Warrant subdivides any of its outstanding shares
of Common Stock into a greater number of shares, the Purchase Price in effect
immediately prior to such subdivision shall be proportionately reduced, and,
conversely, if the outstanding shares of Common Stock are combined into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased.
(c) Reclassifications. If the Company reclassifies or otherwise
changes any of the securities into which this Warrant may be exercisable into,
this Warrant shall thereafter be exercisable into such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities into which this Warrant was exercisable immediately prior to
such reclassification or other change and the Purchase Price therefore shall be
appropriately adjusted.
(d) Liquidation; Dissolution. If the Company shall dissolve, liquidate
or wind up its affairs, the Holder shall have the right, but not the obligation,
to exercise this Warrant effective as of the date of such dissolution,
liquidation or winding up. If any such dissolution, liquidation or winding up
results in any cash distribution to the Holder in excess of the aggregate
Purchase Price for the shares of Common Stock for which this Warrant is
exercisable, then the Holder may, at its option, exercise this Warrant without
making payment of such aggregate Purchase Price and, in such case, the Company
shall, upon distribution to the Holder, consider such aggregate Purchase Price
to have been paid in full, and in making such settlement to the Holder, shall
deduct an amount equal to such aggregate Purchase Price from the amount payable
to the Holder.
(e) Adjustment Certificates. Upon any adjustment of the Purchase Price
or the number of shares of Common Stock issuable upon exercise of this Warrant,
a certificate, signed by (i) the Company's Chief Financial Officer or (ii) any
independent firm of certified public accountants of recognized national standing
the Company selects at its own expense, setting forth in reasonable detail the
events requiring the adjustment and the method by which such adjustment was
calculated, shall be mailed to the Holder at the address set forth in Section 6
hereof and shall specify the adjusted Purchase Price and the number of shares of
Common Stock issuable upon exercise of the Warrant after giving effect to the
adjustment.
(f) No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but shall at all times in good faith assist in the carrying out of all
provisions of this Section 2 and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment. The Company shall not be deemed to have avoided or to be seeking to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by issuing securities after the Closing Date for a
consideration per share less than the Purchase Price then in effect.
(g) Application. Except as otherwise provided herein, all subsections
of this Section 2 are intended to operate independently of one another. If an
event occurs that requires the application of more than one subsection, all
applicable subsections shall be given independent effect.
3. Notices of Record Date. In case (a) the Company takes a record of the
holders of the Common Stock for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities; (b) of any capital
reorganization of the Company, any reclassification of the capital stock of the
Company, any consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the assets of the
Company to another corporation; or (c) of any voluntary dissolution, liquidation
or winding-up of the Company; then, in each such case, the Company will mail or
cause to be mailed to each Holder of a Warrant at the time outstanding a notice
specifying, as the case may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and time, if any is to
be fixed, as of which the holders of record of Common Stock (or such other stock
or securities at the time receivable upon the exercise of the Warrant) will be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up, and, in the case of a reorganization,
consolidation, merger or conveyance, the fair market value of such securities or
other property as determined by the Board. Such notice shall be mailed at least
ten days prior to the date specified therein.
4. Registration Rights. The Company agrees to file with the SEC a Form SB-2
to register the 800,000 shares of common stock underlying this Warrant for
resale by Holder within thirty days of March 13, 2007.
5. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement in such reasonable amount as the Company may determine, or (in the
case of mutilation) upon surrender and cancellation thereof, the Company at its
expense, will issue a replacement.
6. Transferability of Warrant; No Redemption. This Warrant and all rights
hereunder are freely transferable by the Holder, subject to compliance with
applicable state and federal securities laws. This Warrant shall not be
redeemable by the Company, in whole or in part, at any time.
7. Notices. All notices, instructions and other communications given
hereunder or in connection herewith shall be sent to:
If to the Company to: RG Global Lifestyles, Inc.
00000 Xxxxx, Xxxxx 000
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
If to ________ to:
Fax:
8. Change; Waiver. This Warrant except by agreement may not be changed,
amended or modified in writing signed by the Company and the Holder.
9. No Rights as Stockholder. This Warrant does not entitle the Holder to
any voting rights or other rights as a stockholder of the Company prior to the
exercise of this Warrant.
10. Headings. The headings in this Warrant are for purposes of reference
only and shall not be deemed to constitute a part hereof.
11. Governing Law. This Warrant is delivered in the State of California and
shall be construed in accordance with and governed by the laws of such state
without regard to its conflicts of laws rules.
Dated: January 26, 2007
RG Global Lifestyles, Inc.
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxxx
Chief Financial Officer
EXHIBIT 1
NOTICE OF EXERCISE OF WARRANT
TO: RG Global Lifestyles, Inc.
1. The undersigned hereby elects to receive __________ shares of Common
Stock of RG Global Lifestyles, Inc., pursuant to the terms of the attached
Warrant.
2. Exercise. The undersigned elects to exercise the attached Warrant by
means of a cash payment, and tenders herewith payment in full for the purchase
price of the shares being purchased, together with all applicable transfer
taxes, if any.
3. Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
---------------------------------
(Name)
---------------------------------
---------------------------------
(Address)
4. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.
All capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to such terms in the Warrant.
---------------------------------
Name of Holder
---------------------------------
Signature of Authorized Signatory
---------------------------------
Print Name and Title
---------------------------------
Date
EXHIBIT 2
WARRANT ASSIGNMENT FORM
(To be executed only upon the assignment of the within Warrant)
FOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant
hereby sells, assigns and transfers unto _____________________, whose address is
___________________ all of the rights of the undersigned under the within
Warrant, with respect to shares of Common Stock (as defined within the Warrant)
of RG Global Lifestyles, Inc., and, if such shares of Common Stock shall not
include all the shares of Common Stock issuable as provided in the within
Warrant, that a new Warrant of like tenor for the number of shares of Common
Stock not being transferred hereunder be issued in the name of and delivered to
the undersigned, and does hereby irrevocably constitute and appoint
_________________ attorney to register such transfer on the books of RG Global
Lifestyles, Inc. maintained for that purpose, with full power of substitution in
the premises.
Dated:_____________
Signature Guaranteed ___________________________________
____________________ ___________________________________
By:________________________________
(Signature of Registered Holder)
Title:_____________________________
NOTICE: The signature to this Notice of Assignment must correspond
with the name upon the face of the within Warrant in every
particular, without alteration or enlargement or any change
whatever.
The signature to this Notice of Assignment must be
guaranteed by a commercial bank or trust company in the
United States or a member firm of the New York Stock
Exchange.
