rgglobal_10q-ex0401.htm

 

    
      

    


    Exhibit
4.1

     

    
      R.G.
Global Lifestyles, Inc

      2345 W.
Foothill Blvd., Ste. 7

      Upland,
CA 91786

      United
States of America

      


      January
5, 2010

      


      Dear
Sirs

      


      US$150,000.00
Unsecured Convertible Short-Term Loan Facility

      I, Horst
Franz Geicke, (the "Lender"), am pleased to
confirm that have agreed to make a convertible short-term loan facility to R.G.
Global Lifestyles, Inc (the “Borrower”) on the following
terms and conditions:-

      


      1. Amount: The principal amount
of the convertible loan is US$150,000.00 (the "Loan").

      


      2. Availability: The Loan shall
be available to the Borrower by way of Lender’s approved drawings (each a "Drawing"), which shall be
denominated (and accordingly repayable) in US dollars. Subject to the Lender
confirming to the Borrower that the conditions precedent set out in paragraph 6
below have been satisfied or waived by Lender, the first Drawing shall be made
available to the Borrower By January 5, 2010 and the remaining Drawings shall be
made available to the Borrower as the Borrower may select by giving at least 2
days' prior written notice to the Lender. Any expenses over US$1,000 shall
require the Lender’s approval. The Borrower shall pay all bank and transfer
charges in connection with such payment and such charges shall be deemed to have
been drawdown and shall form part of the dollar amount of the Loan. Any part of
the facility not drawdown by July 31, 2010 shall be cancelled.

      Drawings
shall be deposited to the bank account requested by the Borrower as stated in
the Drawing notice):

      


      3. Interest rate: Interest will
begin accruing upon the first drawdown at a rate of 11%.

      


      4. Repayment: Subject to
paragraph 7 below, the aggregate outstanding amount of all the Drawings shall be
repayable by the Borrower to the Lender on or prior to 12 months from the first
Drawdown, (the "Maturity
Date"). Notwithstanding any other provisions of this letter, for a period
of twelve months which starts on the date of the first drawdown, in lieu of
repayment, the Lender has the right but not the obligation to roll the entire
outstanding principal amount of all the Drawings into Common Stock at a
conversion rate of $0.01/share.

      
5. Payment: All payments to be
made by the Borrower to the Lender in respect of the Drawings
shall be made by the Borrower in US dollars to the Lender’s designated bank
account free and clear of and without deduction of or on account of any present
or future taxes, set-off, counterclaims or other deductions or
withholdings.

       

       

      
        
           

        

        
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      6. Conditions precedent: As a
condition precedent to the Lender’s commitment to make the Loan to the Borrower,
the Borrower will:-

      


      6.1.
Facility letter:
acknowledge its understanding and acceptance of the terms of this letter
by signing and delivering to the Lender the duplicate of this letter;
and

      


      6.2.
Approvals: provide us
with a copy, certified as true, complete and up to date by the Borrower’s duly
authorized officer a resolution of the

      Borrower’s
board of directors, in approving and authorizing the signing of this letter (and
other documents related thereto).

      


      7. Conversion:

      


      7.1.
Conversion: Subject to
paragraph 8, at any time Subsequent to the first drawdown, the Lender shall be
entitled (but not obliged), by way of giving a written notice (the "Conversion Notice") to the
Borrower, to require the Borrower to convert all (but not part) of the
outstanding principal amount of all the Drawings into Common Stock in lieu of
the Borrower making repayment of the principal amount in relation to the
Drawings.


      


      7.2.
Conversion mechanics: If
the Drawings are to be converted into the Conversion
Shares pursuant to paragraph 7.1 above, then, within 14 days from obtaining the
necessary regulatory approval (if required), or if no regulatory approval is
required, within 7 days of the date of the Conversion Notice:-

      


      7.2.1.
Transfer of Conversion Shares:
the Borrower shall transfer to the Lender
(or to such person as we may direct) the Conversion Shares in
respect of such conversion;

      


      7.2.2.
Deemed repayment: upon
and by virtue of the completion of the transfer of the Conversion Shares in
accordance with this letter, the outstanding Drawings to be converted by such
conversion shall be deemed repaid.

      


      8. Compulsory repayment: At any
time after the Maturity Date and the Lender opts not to serve the Conversion
Notice to the Borrower, notwithstanding any other provisions of this letter the
Drawings made by the Borrower on such Drawings shall be immediately due and
payable by the Borrower on demand by the Lender on the Borrower in the event
that (a) any order is made, proceedings commenced or resolution passed for the
winding-up or dissolution or liquidation of the Borrower or for the appointment
of a receiver or liquidator in respect of any of the Borrower’s assets, (b) the
Borrower fails to pay an amount due under this letter, and/or (c) the Borrower
fails to comply with any of the Borrower's obligations and/or undertaking under
this letter.

      


      9. Undertaking: The Borrower
undertakes that following the exercise of the Lender’s conversion right under
paragraph 7 above, the Conversion Shares shall be transferred to the Lender (or
such person as Lender may direct) free from all and any encumbrance and third
party rights.

      


      10. Indemnities: You will
indemnify Lender against all losses and expenses which Lender incur as a result
of Borrower’s failure (a) to pay any amount due under this letter on the due
date or (b) to comply with any of Borrower’s obligations and/or undertaking
under this letter.

       

      
        
           

        

        
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      11. Miscellaneous

      


      11.1.
Waivers: No failure or
delay in exercising on Lender’s part any right under this letter shall operate
as a waiver of such right, nor shall any single or partial exercise of any right
preclude any further exercise of such right, or the exercise of any other right.
No waiver by Lender shall be effective unless it is in writing.

      


      11.2.
Remedies cumulative:
Lender’s rights and remedies under this letter are cumulative and not
exclusive of any rights and remedies provided by law.

      


      11.3.
Assignment: This letter
shall be binding upon and ensure to the benefit of each party to this letter and
its and any subsequent successors and permitted assigns. Any reference in this
letter to any party shall be construed accordingly.

      


      11.4.
Notices: Each notice or
other communication by us to the Borrower may be given by addressing the same to
R.G. Global Lifestyles’, Inc, Attn: Grant King, 2345 W. Foothill Blvd., Ste. #7,
Upland, CA 91786, USA, or such other address as the Borrower may inform us of
for this purpose. Each notice or other communication by the Borrower to Lender
may be given by addressing the same to Horst Geicke, 31592 Vinedo, Coto De Caza,
CA 92679, or such other address as we may inform the Borrower of for this
purpose as we may inform the Borrower of for this purpose. Any such notice or
other communication shall be deemed given when left at the address mentioned
above (if so delivered) or 7 days after posting (postage prepaid) addressed as
required above (if posted).

      


      11.5.
Severability: Each of
the provisions of this letter shall be severable from one another and if at any
time any one or more of such provisions (or any part) is or becomes invalid,
illegal or unenforceable the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.

      


      11.6.
Entire Agreement:
Borrower acknowledges that this letter sets out the entire agreement
between both parties in relation to this loan facility and that the provisions
of this letter supersede any correspondence, discussion, representations,
statements or agreements between parties prior to acceptance of this
letter.

      


      11.7.
Timings: All references
in this letter to a time of day shall, in the absence of any express statement
to the contrary, be a reference to Hong Kong time. A reference to a ‘business
day’ shall mean a day, other than Saturday or Sunday, on which banks are open
for retail business in Hong Kong.

       

      11.8.
Further Assurance: You
will at your own cost and at Lender’s request execute any deed or document or
take any action required by Lender to perfect or protect any security for the
Loan or to give effect to the matters contemplated by this facility
letter.

      


      11.9.
Law: The Loan and the
terms of this letter shall be governed by and construed in all respects in
accordance with Hong Kong law. Each party to this letter agrees that any legal
action or proceedings arising out of or in connection with this letter may be
brought in courts of Hong Kong and irrevocably submits to the non-exclusive
jurisdiction of such courts.

      


      


      
        
           

        

        
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      Lender
acknowledges understanding of and confirms acceptance of and agreement to the
terms and conditions of this letter by signing the form of acceptance on the
enclosed copy of this letter and returning that copy to Borrower.

      


      


      Lender

      


      
      

      
        
          	
                  /s/ Horst Franz Geicke         

                	 
      	_______________________
	
                  Horst
      Franz Geicke

                	 
      	
                  Date

                


        



      


      
        
           

        

        
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      Borrower
hereby confirms acceptance of a loan facility of up to US$150,000.00 to be made available to
Borrower by 15th of
December 2009 and agrees that such loan facility shall be governed by the terms
and conditions of the letter of even date herewith from Borrower to Lender of
which the above is a copy.

      


      
      

      RG Global
Lifestyles, Inc.

      


      
        


        
        

        
          
            	
                    /s/ Grant King            

                  	 
      	_______________________
	
                    Grant
      King, CEO

                  	 
      	
                    Date

                  


          



         

         

         

         

         

         

         

        
          
             

          

          
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