SECURITIES PURCHASE AGREEMENT
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 Xxxxxxxxxxx Xxxx an individual (the “Stockholder”)
and Jumbo Glory Limited, a Hong Kong corporation (the “Purchaser”).
WITNESSETH
WHEREAS, Purchaser is a
majority shareholder of WLG; and
WHEREAS, WEHK is a wholly
owned subsidiary of WLG; and
WHEREAS, WLG desires to raise
funds to use for working capital purchases through the sale of securities of WLG
and WEHK and the Purchaser desires to purchase such securities on and subject to
the terms and conditions described in this Agreement;
NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements, representations,
warranties and covenants herein contained, and for other good and valuable
consideration, the value, receipt and sufficiency of which are acknowledged, the
parties hereto agree as follows:
1. Purchase of
Securities.
1.1. The Purchase. On and
subject to the terms and conditions of this Agreement, at the Closing (as
hereinafter defined) Purchaser shall purchase:
(a) from
WLG, 978,000 shares of WLG’s series C preferred stock, par value $.001 per share
(the “Series C
Preferred”) having the rights, preferences and privileges set forth in
the Certificate of Designation, Preferences, Rights and Limitations of Series C
Convertible Preferred Stock attached hereto as Exhibit
A; and
(b) from
WEHK, a promissory note (the “Note”),
in the aggregate principal amount of $1,000,000 in the form attached hereto as
Exhibit
B.
1.2. Purchase
Price.
(a) The
purchase price for the 978,000 shares of Series C Preferred (the “Shares”)
shall be US$1.00 per share for an aggregate purchase price of US$978,000;
and
(b) The
purchase price for the Note shall be US$1,000,000.
1.3. Payment and
Delivery. Purchaser has previously delivered to WLG the total
purchase price of $1,978,000 for the Shares and the Note, less $60,000 which
represents prepaid interest on the Note for a net cash payment of
$1,918,000. As soon as reasonably practicable after the Closing Date
(as defined below), WLG shall issue and deliver (or cause to be issued and
delivered) to Purchaser a stock certificate in the name of Purchaser
representing the Shares (the “Certificate”)
and a fully executed Note.
2. Representations and
Warranties of Purchaser.
Purchaser
hereby represents and warrants to WLG and WEHK as follows:
2.1. Organization and
Authorization. Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of Hong Kong. Purchaser
has full corporate power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action
(including, but not limited to, approval by the board of directors) of Purchaser
and this Agreement constitutes a valid and binding obligation of Purchaser,
enforceable against it in accordance with its terms. At the Closing, Purchaser
shall deliver to WLG a certified copy of the resolutions adopted by its board of
directors authorizing the execution, delivery and performance of this
Agreement.
2.2. No Conflicts. The
execution and delivery of this Agreement does not, and the performance of the
transactions contemplated hereby will not (i) conflict with or violate any
statute, rule, regulation, order judgment or decree applicable to Purchaser or
to which Purchaser is bound or affected; or (ii) result in a breach of the
conditions or provisions of or constitute default under any note, bond,
mortgage, material indenture, contract, lease, agreement or other instrument or
obligation to which Purchaser is bound or affected.
2.3. Investment
Representations. Purchaser understands
that the Shares and the Note (collectively, the “Securities”)
are “restricted securities” and have not been registered under the Securities
Act of 1933, as amended (the “1933
Act”), or any applicable state securities laws (and that the Certificate
and the Note will contain customary restrictive legends) and is acquiring the
Securities for its own account and not with a view to or for distributing or
reselling the Securities or any part thereof, has no present intention of
distributing any of such Securities and has no arrangement or understanding with
any other persons regarding the distribution of the
Securities. Purchaser hereby confirms to WLG and WEHK that (i) the
Purchaser and each shareholder, member and/or equity holder of the Purchaser is
an “accredited investor” as defined under Rule 501 of Regulation D of the 1933
Act (“Regulation
D”), (ii) the Purchaser is not a “U.S. person” as such term is defined
under Rule 902 of Regulation S of the 1933 Act (“Regulation
S”), and (iii) the Purchaser is aware of and fully informed concerning
the business, proposed activities, financial condition and risks associated with
WLG, WEHK and the Securities by reason of its due diligence investigation and
having received and reviewed WLG’s periodic and current reports filed with the
Securities and Exchange Commission. Other than the representations
provided in this Agreement, Purchaser is not relying upon any representation of
and/or information provided by WLG and/or WEHK.
2.4. Exempt from
Registration. The sale of the Securities pursuant to Section1.2 is exempt
from the registration requirements of the 1933 Act pursuant to Regulation D and
Regulation S.
3. Closing. The
closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur at such time and place as agreed to by the parties hereto in
writing. The date on which the Closing actually occurs shall be
referred to as the “Closing
Date.”
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4. Miscellaneous
4.1. Modification; Waiver.
This Agreement may be modified, amended or supplemented in any manner and at any
time only by a written instrument executed by each of the parties hereto. No
waiver by any party of any term or condition hereof, or the breach of any
covenant, agreement, warranty, representation or provision contained herein, in
any one or more instances, shall be made or construed as a further continuing
waiver of any such term, condition or breach or a waived of any other term,
condition or breach.
4.2. Entire Agreement.
This Agreement and the exhibits attached hereto constitute the entire agreement
and understanding of the parties with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter.
4.3. Notices. All notices
to a party shall be addressed to such party at the address set forth below or to
such other place as may be designated by written notice to the other parties.
Notice shall be sufficient when delivered by hand; when sent by facsimile with
the original thereof posted first-class mail, postage prepaid, within two (2)
business days thereafter; when posted certified mail, postage prepaid, return
receipt requested; or when delivered by a private courier, requesting evidence
of receipt as part of its service. Any such notice shall be addressed to the
party at its facsimile number or its address described below, and shall be
effective when first received. Unless otherwise notified in writing, each party
shall direct all sums payable to the other party at its address for notice
purposes. For purposes hereof, the addresses of the parties shall be as
follows:
If to WLG
or WEHK, to:
Xxxxx 0000-0 & 00-00 Xxxxx 0 Xxxx
Xxxx Xxxxx
88 Container Port Road, Xxxx
Xxxxx
N.T. Hong Kong, SAR
Facsimile No.:
Attention: Xxxxxxxxxxx
Xxxx
If to
Purchaser:
Jumbo Glory Limited
Xxxx 000-000
000 Xxxxxxxxx Xxxx Xxxx
Xxxx Xxxx
Facsimile
No.: 852 3106 3160
Attention:
Xxxxxxx Xxxx
4.4. Assignment. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned, by operation
of law or otherwise, by any party hereto without the express prior written
consent of the other parties. Except as aforesaid, nothing in this Agreement,
express or implied, is intended to confer upon any person other than the parties
hereto any rights, remedies or obligations under or by reason of this
Agreement.
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4.5. Severability. If any
term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any adverse manner to either party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby
are fulfilled to the extent possible.
4.6. Counterparts. This
Agreement and any amendments, waivers, consents, or supplements may be executed
in one or more counterparts, each of which when so executed and delivered shall
be deemed an original, but all of which counterparts together shall constitute
but one and the same instrument. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto. Delivery of an executed counterpart of a signature page to
this Agreement, any amendments, waivers, consents or supplements, by facsimile
or email shall be as effective as delivery of a manually executed counterpart
thereof.
4.7. References. The
section headings in this Agreement are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provision hereof. Any reference herein to a section shall be deemed to refer to
the applicable section of this Agreement unless otherwise stated
herein.
4.8. Pronouns and Plurals.
Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice
versa.
4.9. Governing Law,
Etc. This Agreement shall be governed by and construed
exclusively in accordance with the internal laws of the State of New York
without regard to the conflicts of laws principles thereof. The parties hereto
hereby irrevocably agree that any suit or proceeding arising directly and/or
indirectly pursuant to or under this Agreement shall be brought solely in a
federal or state court located in the City, County and State of New York. By its
execution hereof, the parties hereby covenant and irrevocably submit to the in
personam jurisdiction of the federal and state courts located in the City,
County and State of New York and agree that any process in any such action may
be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and
effect as if personally served upon them in New York City. The parties hereto
expressly and irrevocably waive any claim that any such jurisdiction is not a
convenient forum for any such suit or proceeding and any defense or lack of in
personam jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and
disbursements.
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
written above.
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By:
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Name: Xxxxxxxxxxx
Xxxx
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Title:
President
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WAKO
EXPRESS (HK) CO. LTD.
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By:
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Name:
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Title:
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JUMBO
GLORY LIMITED
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By:
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Name:
Xxxxxxx Xxxx
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Title:
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