WAKO LOGISTICS GROUP, INC RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 24th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • Delaware
AGREEMENT, made as of the ___ day of ______________, 200__, by and between Wako Logistics Group, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • Delaware
This Employment Agreement (the “Agreement”), made and entered into this [___] day of July, 2005, by and between Wako Logistics Group, Inc, a Delaware corporation (the “Company”), and David L. Koontz (the “Executive”).
STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 24th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT entered into as of ________ ____, 20__ between WAKO LOGISTICS GROUP, INC., a Delaware corporation (the "Company"), and _____________ (the "Optionee").
STOCK OPTION PLAN NON-QUALIFED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 24th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT entered into as of ________ ____, 20__ between WAKO LOGISTICS GROUP, INC., a Delaware corporation (the "Company"), and _____________ (the "Optionee").
ESCROW AGREEMENTEscrow Agreement • August 3rd, 2007 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This Escrow Agreement (this “Agreement”) dated as of July 31, 2007, is made by and among, WAKO LOGISTICS GROUP, INC. (the “WAKO”), REMO PICCHIETTI (“Remo”) and MARY PICCHIETTI (“Mary”, each of Remo and Mary shall be referred to herein individually as a “Seller” and collectively as the “Sellers”) and LaSalle Bank, as Escrow Agent (the “Escrow Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2010 • WLG Inc • Arrangement of transportation of freight & cargo • Pennsylvania
THIS LOAN AND SECURITY AGREEMENT, as amended, restated, extended or otherwise modified by the parties hereto, their successors and assigns, from time to time, including, without limitation, all schedules and attachments hereto (“Agreement”), is made and entered into this 24th day of February 2010, by and between WLG (USA) LLC and World Commerce Services, L.L.C., limited liability companies organized and existing under the laws of the State of Illinois with principal places of business located at 920 East Algonquin Road, Suite 120, Schaumburg, IL 60173(each a “Borrower” and collectively, the "Borrowers") and NOVA Business Credit, a division of NOVA Bank, with offices located at 1235 Westlakes Drive, Suite 420, Berwyn, PA 19312 ("Lender").
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
SUBSCRIPTION AGREEMENT made as of the 1st day of April, 2005 between WAKO LOGISTICS GROUP, INC., a Delaware corporation with its principal offices at 3606-8, 36/F, Citibank Tower, Citibank Plaza, 3 Garden Road Central, Hong Kong (the “Company”), and CHRISTOPHER WOOD, the Chief Executive Officer, Chief Financial Officer and sole director of the Company, also having an address at 3606-8, 36/F, Citibank Tower, Citibank Plaza, 3 Garden Road Central, Hong Kong (the “Executive”).
OFFSHORE SECURITIES SUBSCRIPTION AGREEMENTOffshore Securities Subscription Agreement • November 18th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This Offshore Securities Subscription Agreement (the “Agreement”), by and between Wako Logistics Group, In., a Delaware corporation (the “Seller” or the “Company”) and the Subscriber (the “Purchaser”), set forth on the execution page of this Agreement, is executed in reliance upon the transaction exemption afforded by Regulation S as promulgated by the United States Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended (the “1933 Act”).
KAY O’NEILL (USA HOLDINGS) LIMITED KAY O’NEILL (USA) LLC AND WAKO LOGISTICS GROUP, INC. MEMBERSHIP INTEREST PURCHASE AGREEMENT As of March 22, 2005Membership Interest Purchase Agreement • April 7th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of this 22nd day of March, 2005 (this “Agreement”), among KAY O’NEILL (USA HOLDINGS) LIMITED, a corporation organized under the laws of United Kingdom (the “Seller”), KAY O’NEILL (USA) LLC, a limited liability company organized under the laws of Illinois (the “Company”) and WAKO LOGISTICS GROUP, INC., a corporation organized under the laws of Delaware (the “Purchaser”).
Revolving Loan NoteRevolving Loan Note • March 31st, 2010 • WLG Inc • Arrangement of transportation of freight & cargo
This Note is issued pursuant to the Agreement between the Borrowers and the Lender, and is the Revolving Loan Note referred to in the Agreement. All terms used and not otherwise defined in this Note shall have the meanings given to them in the Agreement. Upon the occurrence of any Event of Default set forth in the Agreement, the entire unpaid balance of principal and accrued interest of this Note and all other amounts due under the Agreement shall, at the option of the Lender, be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived.
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2007 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This Employment Agreement (the “Agreement”), made and entered into as of this 31 day of July 2007 (the “Effective Date”), by and between Wako Logistics Group, Inc, a Delaware corporation (the “WLG”), World Commerce Services LLC, an Illinois limited liability company (the “Company”) and Remo Picchietti (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 1, 2005, by and among WAKO LOGISTICS GROUP, INC., a Delaware corporation (the “Company”) and CHRISTOPHER WOOD (the “Executive”).
DATED 15th September 2006Sale and Purchase Agreement • September 20th, 2006 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • England
CONVERSION AGREEMENTConversion Agreement • July 3rd, 2008 • WLG Inc • Arrangement of transportation of freight & cargo • New York
THIS CONVERSION AGREEMENT (the “Agreement”) is entered into on this 30th day of June, 2008 (the “Effective Date”), by and between WLG Inc., a Delaware corporation (the “Company”), and Christopher Wood, with respect to the conversion into equity by Mr. Wood, of certain outstanding Loans (as defined below) previously made by Mr. Wood to the Company.
AGREEMENT FOR THE PURCHASE AND SALE OF STOCKPurchase and Sale of Stock Agreement • October 6th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • California
LR1. Date of Lease 8th February 2008Lease Agreement • March 31st, 2008 • WLG Inc • Arrangement of transportation of freight & cargo • England
LR3. Parties to this Lease Landlord BREDBURY LIMITED (a company incorporated in Jersey with registration number 83754) whose registered office is at First Island House, Peter Street, St. Helier, Jersey, Channel Islands and having an address for service in the UK c/o Leach & Co, 30 St. George Street, London W1S 2FH (ref. AKJ/L76-9) Tenant WLG INC (a company incorporated in England with registration number 05663215) whose registered office is at Unit A3, Greeba Road, Roundthorn Industrial Estate, Wythenshawe, Manchester, M23 9RA Other parties WLG (USA) LLC (a company incorporated in Delaware with registration number 3734306) whose registered office is at 920 East Algonquin Road, Suite 120 Schaumberg, IL 60173, USA and having an address for service in the UK at c/o Unit A3, Greeba Road, Roundthorn Industrial Estate, Wythenshawe, Manchester, M23 9RA
BETWEEN Idolmace Pty Ltd ACN 069 900 492 of Unit 8, Level 1, 11 Lord Street, Botany in the State of New South Wales 2019Deed • October 21st, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New South Wales
Konstantflo Sales Pty Ltd ACN 002 428 202 of Level 6, National Australia Bank House, 255 George Street, Sydney in the State of New South Wales 2000
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2010 • WLG Inc • Arrangement of transportation of freight & cargo • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered as of June ___, 2010 by and between WLG Inc., a Delaware corporation (“WLG”), Wako Express (HK) Co. Ltd., a Hong Kong corporation (“WEHK”) and Christopher Wood an individual (the “Stockholder”) and Jumbo Glory Limited, a Hong Kong corporation (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
AGREEMENT dated as of the 1st day of April 2005 by and between KAY O’NEILL (USA) LLC, an Illinois limited liability company with its principal office at 200 Howard Avenue, Suite 232, Des Plaines, Illinois 60018 (the “Company”), and STEWART BROWN, with an address at 360 W. Illinois Avenue, Chicago, Illinois 60610 (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2009 • WLG Inc • Arrangement of transportation of freight & cargo • New York
This Employment Agreement (the “Agreement”), effective as of the first (1st) day of January 2009, by and between WLG, Inc, a Delaware corporation (the “Company”), and Christopher Wood (the “Executive”).
UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTSAcquisition Agreement • October 15th, 2007 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo
On July 31, 2007, Wako Logistics Group, Inc. (“WLG” or the “Company”) signed an agreement (the “Agreement”) pursuant to which WLG acquired all of the membership interests (the “Membership Interests”) of World Commerce Services LLC (“WCS”) (the “Acquisition”) from Remo Picchietti Jr. and Mary Picchietti, the two holders of all of WCS's Membership Interests (“Sellers”). WCS is based in Schaumburg, Illinois, and has offices in New York, Atlanta, Los Angeles and San Francisco. It is a non-asset based freight forwarding company and also has a customs practice.
AGREEMENTSecond Stock Exchange Agreement • June 14th, 2004 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
Second Stock Exchange Agreement (the “Agreement”) dated as of January 18, 2004 by and among Wako Logistics Group Inc., a Delaware corporation with an address at 277 West 11th Street (Suite 2F), New York, New York 10014 (“Holdings”) and T&T (Nominees) Company Limited, with a business address at Rooms 2408-10 Nan Fung Tower, 173 Des Voeux Road C., Hong Kong (the “Stockholder”).
SURETY AGREEMENTSurety Agreement • March 31st, 2010 • WLG Inc • Arrangement of transportation of freight & cargo • Pennsylvania
To induce NOVA Business Credit, a division of NOVA Bank, with an office at 1235 Westlakes Drive, Suite 420, Berwyn, Pennsylvania, 19312 (the “Lender”) to make or maintain loans, extensions of credit or other financial accommodations to, or for the account of WLG (USA) LLC and World Commerce Services, L.L.C. both limited liability companies, with principal places of business at 920 East Algonquin Road, Suite 120, Schaumburg, Illinois 60173 (each a “Borrower”, and collectively, the “Borrowers”) or to third parties based on the endorsement, guaranty or other accommodation of the Borrowers, and in consideration of such loans, extensions or financial accommodations heretofore or hereafter made, and due to the close business and financial relationship between Borrowers and the undersigned, whereby it is in the direct interest and benefit of the undersigned, and for other good and valuable consideration received the undersigned, WLG Inc., with an address at 920 East Algonquin Road, Suite 120,
WORLD COMMERCE SERVICES, LLC REMO PICCHIETTI MARY PICCHIETTI AND WAKO LOGISTICS GROUP, INC. MEMBERSHIP INTEREST PURCHASE AGREEMENT As of July 31, 2007Membership Interest Purchase Agreement • August 3rd, 2007 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 31 day of July 2007, by and among WORLD COMMERCE SERVICES, LLC, a limited liability company organized under the laws of Illinois (the “Company”), WAKO LOGISTICS GROUP, INC., a corporation organized under the laws of Delaware (the “Purchaser”), REMO PICCHIETTI (“Remo”) and MARY PICCHIETTI (“Mary”, each of Remo and Mary shall be referred to herein individually as a “Seller” and collectively as the “Sellers”).
CONVERSION AGREEMENTConversion Agreement • November 18th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This Conversion Agreement (the “Agreement”) is entered into on this ____ day of November, 2005, by and between Wako Logistics Group, Inc., a Delaware corporation (the “Company”), and Christopher Wood, with respect to the conversion into equity by Mr. Wood, of certain outstanding Loans (as defined below) previously made by Mr. Wood to the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2007 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2007 by and between Wako Logistics Group, Inc., a corporation organized and existing under the laws of the State of Delaware, having its registered offices located at 200 East Howard Avenue, Des Plaines, Illinois 60018 (the “Company”), Remo Picchietti, and Mary Picchietti (each an “Holder” and collectively, the “Holders”).
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • November 18th, 2005 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo
This will acknowledge that the undersigned hereby irrevocably subscribes to purchase such number of shares (the “Securities”) of common stock at a purchase price of U.S. $1.00 per share of Wako Logistics Group, Inc., a Delaware corporation (the “Company”), as set forth on the signature page of this Agreement and for the purchase price also set forth on the signature page of this Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2010 • WLG Inc • Arrangement of transportation of freight & cargo • New York
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of June 1, 2010, by and between WLG Inc., a Delaware corporation (the “Company”) and Andrew Jillings (the “Executive”).
Remo Picchietti Lake Forest, IL 60045 Re: Election of Remo Picchietti to the Board of Directors of Wako Logistics Group, Inc. Dear Remo:Board Appointment Agreement • August 3rd, 2007 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
This letter agreement (“Agreement”) is entered into by and between Christopher Wood (“Wood”) and Remo Picchietti (“Picchietti”). The parties to this Agreement (the “Parties”) hereby agree as follows:
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • June 14th, 2004 • Wako Logistics Group Inc • Arrangement of transportation of freight & cargo • New York
Stock Exchange Agreement (the “Agreement”) dated as of January 18th , 2004 by and among Wako Logistics Group Inc., a Delaware corporation with an address at 277 West 11th Street (Suite 2F), New York, New York 10014 (“Holdings”) and Christopher Wood, with a business address at 3606, 36/F Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong (the “Stockholder”).
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • June 29th, 2010 • WLG Inc • Arrangement of transportation of freight & cargo • New York
THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”) is entered into as of June 1, 2010 by and between WLG Inc., a Delaware corporation (the “Company”) and Christopher Wood (“Wood”).
AGREEMENT OF SUBORDINATION AND STANDSTILLAgreement of Subordination and Standstill • March 31st, 2010 • WLG Inc • Arrangement of transportation of freight & cargo • Pennsylvania
THIS AGREEMENT OF SUBORDINATION AND STANDSTILL, including amendments, modifications, and supplements (all hereinafter referred to as the "Agreement") as of this 24th day of February, 2010 by and among WLG (USA) LLC and World Commerce Services, L.L.C., jointly and severally, both limited liability companies organized and existing under the laws of the State of Illinois, with principal places of business located at 920 East Algonquin Road, Suite 120, Schaumburg, Illinois, 60173 (“collectively, Debtor”) NOVA Business Credit, a division of NOVA Bank, having its office at 1235 Westlakes Drive, Suite 420, Berwyn, PA 19312 ("Senior Lender"), and WLG Inc., a corporation organized and existing under the laws of the State of Delaware with principal offices located at 920 East Algonquin Road, Suite 120, Schaumburg, Illinois, 60173 ("Subordinator").
