AMENDMENT NO. 1 TO PRO-WATER ACQUISITION AGREEMENT

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.”

 

WHEREAS, the Parties entered into a certain Pro-Water Acquisition Agreement on July 7, 2010 (“Agreement”) for the sale of Pro-Water to RGBL;

 

WHEREAS, the Parties wish to amend the terms of the Agreement;

 

NOW, THEREFORE, in consideration of the promises and of the mutual agreements, provisions, covenants, representations and warranties herein contained, the Parties hereto hereby agree as follows:

 

1.           Subsection (a) of Section 1.02 “Purchase and Sale” of the Agreement, shall be amended to read as follows:

 

“(a) A total of thirty three million, three hundred thirty three thousand, three hundred and thirty three (33,333,333) shares of the restricted common stock of RGBL (“RGBL Shares”);”

 

2.           Subsection (a) of Section 7.02 “Deliveries by RGBL” of the Agreement, shall be amended to read as follows:

 

“(a) To Horst Franz Geicke, the assign of the Pro-Water Member, a stock certificate representing thirty three million, three hundred thirty three thousand, three hundred and thirty three (33,333,333) shares of the restricted common stock of RGBL.”

 

3.           Subsection (a) of Section 5 “Conversion” of Exhibit A “Secured Convertible Promissory Note” to the Agreement, shall be amended to read as follows:

 

“(a)           Mechanics of Conversion. At any time, Lender may at its option elect to automatically convert all or part of: (a) $400,000 of the outstanding Principal Amount and unpaid accrued interest thereon as of such date (“Conversion Date”) into shares of the Borrower’s common stock, $0.001 par value per share (the “Common Stock”) at a price of $0.025 per share; and (2) $1,600,000 of the outstanding Principal Amount and unpaid accrued interest thereon as of such Conversion Date into shares of the Borrower’s Common Stock at a price of $0.20 per share;”

 

Other than the foregoing, the Agreement remains in full force and correct.