CONVERSION AGREEMENT
Exhibit
10.15
This CONVERSION AGREEMENT (the
“Agreement”) is made effective as of March 20, 2008, by and between V. Xxxxxxx
Xxxxxxx (the “Xxxxxxx”), and China Logistics Group, Inc., a Florida corporation,
with its registered office located at 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 000,
Xx. Xxxxxxxxxx, Xxxxxxx 00000 (“China Logistics”).
W I T N E
S S E T H:
WHEREAS, Xxxxxxx is owed compensation
from China Logistics for services rendered in the amount of $448,985 (the
“Accrued Compensation”);
WHEREAS, Xxxxxxx agreed to convert the
Accrued Compensation into 581,247 shares of China Logistics’ common stock, $.001
par value per share (the “Conversion Shares”) in connection with the December
31, 2007 Acquisition Agreement entered into between China Logistics and Shandong
Jiajia International Freight & Forwarding Co., Ltd. (the “Acquisition
Agreement”);
WHEREAS, Xxxxxxx and China Logistics
wish to set forth their agreement in writing in accordance with the terms
hereof.
NOW, THEREFORE, in consideration of the
mutual provisions and covenants contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:
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1.
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Conversion of the
Accrued Compensation. Xxxxxxx hereby agrees to release
China Logistics from any and all liability or obligations related to the
Accrued Compensation in exchange for the issuance by China Logistics of
581,247 shares of China Logistics’ common stock, $.001 par value per share
(the “Conversion Shares”) in connection with the December 31, 2007
Acquisition Agreement entered into between China Logistics and Shandong
Jiajia International Freight & Forwarding Co., Ltd. (the “Acquisition
Agreement”). China Logistics agrees to issue the Conversion
Shares in exchange for and in consideration of Xxxxxxx’x agreement to
release MediaReady from the liabilities due and owning Xxxxxxx related to
the Accrued Compensation.
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2.
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Representations and
Warranties.
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(a)
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Information on
Xxxxxxx. Xxxxxxx (i) is, and will be on the date hereof, an
“accredited investor”, as such term is defined in Regulation D promulgated
by the Commission under the 1933 Act, (ii) is experienced in investments
and business matters, (iii) has made investments of a speculative nature
and has purchased securities of United States publicly-owned companies in
private placements in the past and, (iv) alone or with its
representatives, has such knowledge and experience in financial, tax and
other business matters as to enable Xxxxxxx to utilize the information
made available by China Logistics to evaluate the merits and risks of and
to make an informed investment decision with respect to the proposed
purchase, which represents a speculative investment. Xxxxxxx is able to
bear the risk of such investment for an indefinite period and to afford a
complete loss thereof. The information set forth on the signature page
hereto regarding Xxxxxxx is
accurate.
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(b)
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Purchase of Conversion
Shares. On the date hereof, Xxxxxxx will purchase the Conversion
Shares as principal for its own account for investment only and not with a
view toward, or for resale in connection with, the public sale or any
distribution thereof.
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(c)
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Compliance with
Securities Act. Xxxxxxx understands and agrees that the Conversion
Shares have not been registered under the 1933 Act or any applicable state
securities laws, by reason of their issuance in a transaction that does
not require registration under the 1933 Act (based in part on the accuracy
of the representations and warranties of Xxxxxxx contained herein), and
that such Conversion Shares must be held indefinitely unless a subsequent
disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such
registration.
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(d)
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Notwithstanding
anything to the contrary contained in this Agreement, Xxxxxxx may transfer
(without restriction and without the need for an opinion of counsel) the
Conversion Shares to its Affiliates (as defined below) provided that each
such Affiliate is an “accredited investor” under Regulation D and such
Affiliate agrees to be bound by the terms and conditions of this
Agreement. For the purposes of this Agreement, an “Affiliate” of any
person or entity means any other person or entity directly or indirectly
controlling, controlled by or under direct or indirect common control with
such person or entity. Affiliate when employed in connection with China
Logistics includes each subsidiary of China Logistics. For purposes of
this definition, “control” means the power to direct the management and
policies of such person or firm, directly or indirectly, whether through
the ownership of voting securities, by contract or
otherwise.
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(e)
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Legends on Conversion
Shares. The Conversion Shares shall bear the following or similar
legend:
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“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA LOGISTICS, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.”
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(f)
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Communication of
Offer. The offer to sell the Conversion Shares was directly
communicated to Xxxxxxx by China Logistics. At no time was Xxxxxxx
presented with or solicited by any leaflet, newspaper or magazine article,
radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated
offer.
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(g)
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Complete Release and
Post Closing Services. Xxxxxxx hereby covenants and
agrees that China Logistics has no further obligations to Xxxxxxx or any
entities related to him. Also, Xxxxxxx agrees that he will
provide future services as may be needed from time to time by China
Logistics as a member of its Board of Directors and Chief Executive
Officer through December 31, 2008 or until the Board of Directors of China
Logistics appoints a successor and allow China Logistics to utilize the
office facilities at 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 000, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 during such period of time on a non-exclusive
basis (the “Post Closing Services”). Xxxxxxx further agrees to
provide the Post Closing Services without compensation of any sort from
China Logistics or its affiliates.
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3.
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Miscellaneous.
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(a)
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Governing
Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement shall be governed by
and construed in accordance with the laws of the State of Florida without
giving effect to conflicts of law
principles.
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(b)
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Binding Nature of
Agreement; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns, except
that no party may assign or transfer its rights under this Agreement
without the prior written consent of the other party
hereto.
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(c)
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Execution in
Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement
shall become binding when one or more counterparts hereof, individually or
taken together, shall bear the signatures of all of the parties reflected
hereon as the signatories. The parties agree that a facsimile
signature shall have the same validity as an
original.
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(d)
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Provisions
Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be
affected or rendered invalid or unenforceable by virtue of the fact that
for any reason any other or others of them may be invalid or unenforceable
in whole or in part.
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(e)
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Paragraph
Headings. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect
its interpretation.
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(f)
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Gender,
Etc. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any
other number, singular or plural, and any other gender, masculine,
feminine or neuter, as the context indicates is
appropriate.
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(g)
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Further
Assurances. Each of Xxxxxxx and China Logistics agrees
that it shall take such further actions, file such forms and reports and
execute such additional documents and instruments and do such other things
as may be necessary in order to more fully effectuate the intent and
purposes of this Agreement.
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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the
date first above written.
| China Logistics Group, Inc. | |
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By:
/s/ V. Xxxxxxx
Xxxxxxx
Name:
V. Xxxxxxx Xxxxxxx
Title:
President, CEO
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/s/ V. Xxxxxxx Xxxxxxx
V.
Xxxxxxx Xxxxxxx
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