exv10w1



 





EXHIBIT 10.1




Dated




STONEPATH HOLDINGS (HONG KONG) LIMITED




and




THE PERSONS NAMED IN SCHEDULE 1




 






DEBT RESTRUCTURING AGREEMENT




 











41st Floor

Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Tel: (852) 2585 0888

Fax: (852) 2585 0800




 









 





Contents




	 	 	 	 	 	 	 
	CLAUSE	 	 	 	PAGE	 
	1.
	 	INTERPRETATION	 	 	1	 
	2.
	 	ISSUE OF THE NOTES	 	 	3	 
	3.
	 	WARRANTIES	 	 	4	 
	4.
	 	COVENANTS UP TO COMPLETION	 	 	5	 
	5.
	 	COMPLETION	 	 	5	 
	6.
	 	POST-COMPLETION UNDERTAKING	 	 	6	 
	7.
	 	ANNOUNCEMENTS	 	 	6	 
	8.
	 	GENERAL PROVISIONS	 	 	6	 
	9.
	 	NOTICES	 	 	7	 
	10.
	 	COSTS AND EXPENSES	 	 	8	 
	11.
	 	GOVERNING LAW AND JURISDICTION	 	 	8	 
	12.
	 	PROCESS AGENT	 	 	8	 






	 	 	 	 	 
	Schedule 1 The Subscribers

	 	 	10	 
	Schedule 2 Part A Information about the Company

	 	 	11	 
	Schedule 2 Part B Information about the Subsidiaries

	 	 	12	 
	Schedule 3 Group Structure

	 	 	26	 
	Schedule 4 The Warranties

	 	 	27	 
	Schedule 5 Instrument

	 	 	31	 
	Schedule 6 Form of Deed of Release

	 	 	32	 
	Schedule 7 List of Deliverables

	 	 	33	 
	Schedule 8 Schedule of Disclosures

	 	 	37	 






 









 





THIS AGREEMENT is made on            2006




BETWEEN:-





	(1)	 	STONEPATH HOLDINGS (HONG KONG) LIMITED, a company incorporated in Hong Kong and having its
registered office at Unit 2602, 26/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon,
Hong Kong (the “Company”); and
	 
	(2)	 	THE PERSONS named in Schedule 1 (together the “Subscribers”).





WHEREAS:-





	(A)	 	As at the date of this Agreement, the Company is indebted to the Subscribers for the
outstanding amounts in column (IV) of Schedule 1 set opposite their respective names
in column (I) of Schedule 1 (the “Relevant Indebtedness”) in the aggregate amount of
US$7,030,000.
	 
	(B)	 	The Subscribers wish to convert the Relevant Indebtedness into Notes subject to the terms and
conditions of this Agreement.





NOW IT IS HEREBY AGREED AS FOLLOWS:-





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement, unless the context otherwise requires, the following expressions shall
have the following meanings:-





	 	 	 
	Expression	 	Meaning
	“Affiliates”

	 	in relation to a person (or group of persons), any
other person which directly or indirectly
controls, is controlled by, or is under common
control with such person (or group of persons);
	 
	 	 
	“Agreed Form”

	 	in relation to any document, the form of that
document which has been initialled for the purpose
of identification by the Company and the Security
Agent (on behalf of the Subscribers);
	 
	 	 
	“Business”

	 	logistics services and related businesses;
	 
	 	 
	“Business Day”

	 	any day (other than a Saturday or Sunday or a day
on which a tropical cyclone warning signal no.8 or
above or a black rainstorm warning signal is
hoisted in Hong Kong at any time between 9:00 a.m.
and 5:00 p.m.) on which banks in Hong Kong are
generally open for business;
	 
	 	 
	“Certificates”

	 	the certificates to be issued in respect of the
Notes substantially in the form set out in
Schedule A to the Instrument;






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	Expression	 	Meaning
	“Completion”

	 	completion of the transactions contemplated herein
pursuant to Clause 5;
	 
	 	 
	“Conditions”

	 	the terms and conditions as set out in the
Instrument to be attached to the Certificate; and
“Condition” refers to the relative numbered
paragraph of the Conditions;
	 
	 	 
	“Financial Year”

	 	a financial year for the purposes of the Companies
Ordinance (Cap. 32 of the Laws of Hong Kong);
	 
	 	 
	“Group”

	 	the Company and the Subsidiaries for the time
being and “Group Company” means any of them;
	 
	 	 
	“HKLCCU”

	 	has the meaning set out in
Schedule 1;
	 
	 	 
	“Hong Kong”

	 	the Hong Kong Special Administrative Region of the
People’s Republic of China;
	 
	 	 
	“Instrument”

	 	the instrument to be executed by the Company
constituting the Notes in the form set out in
Schedule 5;
	 
	 	 
	“Listing Rules”

	 	the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited;
	 
	 	 
	“Noteholder(s)”

	 	holder(s) of the Note(s) for the time being;
	 
	 	 
	“Notes”

	 	the series of secured notes due on 30 June 2008 to
be issued in denomination of US$10,000 each by the
Company as evidenced by the Certificates pursuant
to the terms of the Instrument;
	 
	 	 
	“Release”

	 	in relation to each Relevant Indebtedness, the
deed of release with respect to such Relevant
Indebtedness, in the form set out in Schedule 6,
to be executed by the relevant Subscriber in
favour of the Company and delivered by such
Subscriber to the Company at Completion;
	 
	 	 
	“SBI”

	 	has the meaning set out in
Schedule 1;
	 
	 	 
	“Security Agent”

	 	SBI Brightline LLC, in its capacity as security
agent on behalf of the Noteholders in respect of
the Security Documents;
	 
	 	 
	“Security Documents”

	 	has the meaning set out in the Instrument;
	 
	 	 
	“Subsidiaries”

	 	in relation to the Company, its subsidiaries (as
the term is defined in the Companies Ordinance
(Cap. 32 of the Laws of Hong Kong)) including






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	Expression	 	Meaning
	 

	 	the
entities whose basic details are set out in Part B
of Schedule 2;
	 
	 	 
	“Tax”

	 	includes all forms of tax, levy, duty, charge,
impost, fee, deduction or withholding of any
nature now or hereafter imposed, levied,
collected, withheld or assessed by any taxing or
other authority and includes any interest,
additional tax, penalty or other charge payable or
claimed in respect thereof;
	 
	 	 
	“Transaction Documents”

	 	has the meaning ascribed thereto in Clause 10;
	 
	 	 
	“US$”

	 	United States dollars, the lawful currency of the
United States of America; and
	 
	 	 
	“Warranties”

	 	the representations and warranties set out in
Schedule 4 given pursuant to Clause 3 and
“Warranty” shall be construed accordingly.







	1.2	 	Except as otherwise expressly provided, expressions defined in the Companies Ordinance (Cap.
32 of the Laws of Hong Kong) as at the date hereof have the same meanings when used in this
Agreement.
	 
	1.3	 	A reference to a statute or statutory provision includes a reference:-






	 	(a)	 	to that statute or provision as from time to time modified or re-enacted;
	 
	 	(b)	 	to any repealed statute or statutory provision which it re-enacts (with or
without modification); and
	 
	 	(c)	 	to any orders, regulations, instruments or other subordinate legislation made
under the relevant statute or statutory provision.






	1.4	 	Unless the context otherwise requires:-






	 	(a)	 	words in the singular include the plural, and vice versa;
	 
	 	(b)	 	words importing any gender include all genders; and
	 
	 	(c)	 	a reference to a person includes a reference to a body corporate and to an
unincorporated body of persons, and vice versa.






	1.5	 	A reference to a Recital, Clause, Sub-clause or Schedule is to a recital, clause and
sub-clause of, or schedule to, this Agreement respectively.
	 
	1.6	 	The headings are for convenience only and do not affect interpretation of this Agreement.
	 
	1.7	 	The obligations of the Subscribers shall be several and not joint.
	 
	2.	 	ISSUE OF THE NOTES
	 
	2.1	 	It is acknowledged and agreed that as at the date hereof, the Company is indebted to





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	 	 	the
Subscribers in respect of the Relevant Indebtedness as set out in Schedule 1.
	 
	2.2	 	Subject to the terms of this Agreement, the Company shall at Completion issue to each of the
Subscribers the number of Notes for the aggregate amount in column (III) of Schedule 1
set opposite its name in column (I) of Schedule 1 and in consideration of such issue,
each of the Subscribers hereby irrevocably releases, forever discharges and agrees not to make
any past, present or future claims, demands, alleged obligations or liabilities or causes of
action of whatsoever nature absolutely arising out of, resulting from or in connection with
the Relevant Indebtedness and shall cancel the amount of the Relevant Indebtedness or any
documents or agreements relating thereto (save for the charge created by the Company pursuant
to an amended and restated security deed dated 10 August 2006) absolutely owing from the
Company to the Subscribers as at the date of this Agreement referred to in column (IV) of
Schedule 1 set opposite their respective names in column (I) of Schedule 1.
	 
	2.3	 	The Company shall, within seven (7) Business Days following the written demand by the
Subscribers specifying the amount of the costs and expenses to be reimbursed by the Company
pursuant to Clause 10, issue additional Notes in an amount equivalent to such costs and
expenses to the Subscribers.
	 
	2.4	 	Each of the Notes shall be issued at its full face value and on the terms and subject to the
Conditions.
	 
	3.	 	WARRANTIES
	 
	3.1	 	The Company represents and warrants to the Subscribers that each of the Warranties is true
and accurate in all material respects and not misleading in any material respect except as
specifically and fairly disclosed in Schedule 8. The Warranties are given on and as
at the date hereof with respect to the facts and circumstances subsisting at the date hereof.
In addition, the Warranties shall be deemed to be repeated on and as at the date of Completion
by reference to the facts and circumstances subsisting as at that date and on the basis that
any reference in the Warranties to the date hereof is substituted by a reference to that date.
	 
	3.2	 	The Company undertakes that it shall procure that no act shall be performed or omission
allowed by any Group Company at any time up to and including the time of Completion which
would result in any of the Warranties being untrue or breached or misleading in any material
respect during such interval.
	 
	3.3	 	The Company agrees and acknowledges that the Subscribers are entering into this Agreement in
reliance upon representations in the terms of the Warranties which represent an inducement to
the Subscribers to enter into this Agreement.
	 
	3.4	 	The Company undertakes to disclose in writing to the Subscribers anything which is or may
constitute a material breach of or be inconsistent with any of the Warranties in any material
respect immediately when it comes to its notice before Completion.
	 
	3.5	 	Each of the Warranties shall be construed as a separate and independent warranty and (except
where expressly provided to the contrary) shall not be limited or restricted by reference to
or inference from the terms of any other Warranty or any other term of this Agreement.
	 
	3.6	 	The Company will indemnify the Subscribers from and against any loss, liability, cost, claim,
action, demand or expense (including, but not limited to, all reasonable costs,





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	 	 	charges and
expenses properly paid or incurred in settling, disputing or defending any of the foregoing)
which the Subscribers would incur or which would be made against the Subscribers arising out
of or in relation to or in connection with the enforcement by the Subscribers of any of the
provisions of this Agreement as a result of any breach by the Company or any other Group
Company where applicable or any Warranties, or any other undertaking or obligation contained
in this Agreement.
	 
	4.	 	COVENANTS UP TO COMPLETION
	 
	4.1	 	Save as required by this Agreement, the Company shall procure that no Group Company shall
prior to Completion and without the prior written consent of the Subscribers:-






	 	(a)	 	grant any option or right of pre-emption over any shares or any securities
convertible or exchangeable into shares; or
	 
	 	(b)	 	create, issue, purchase or, to the extent permitted by law, redeem any class
of share or loan capital; or
	 
	 	(c)	 	in any way depart from the ordinary course of its day-to-day business or
enter into any agreement, transaction or commitment otherwise than in its ordinary
course of business and/or otherwise than on an arm’s length basis; or
	 
	 	(d)	 	pass any resolution in general meeting or change its memorandum and articles
of association other than any matters or amendments (as the case may be) that do not
affect directly or indirectly the rights of the Subscribers under this Agreement or
the transactions contemplated herein; or
	 
	 	(e)	 	agree, conditionally or otherwise, to do any of the matters referred to in
Sub-clause 4.1 (a) to (d); or
	 
	 	(f)	 	do or omit to do or cause or allow to be done or omitted to be done any act
or thing which would result in a breach of the obligations of the Company under
Sub-clause 4.1.






	4.2	 	The Company will immediately notify the Subscribers in writing of any matter or thing which
arises or becomes known to it before Completion which:-






	 	(a)	 	constitutes (or would after the lapse of time constitute) a misrepresentation
or a material breach of any of the Warranties in any material respect or the
undertakings or other provisions set out in this Agreement; or
	 
	 	(b)	 	has a material adverse effect on the business or financial condition of the
Group as a whole (as presently carried on).






	5.	 	 COMPLETION
	 
	 	 	Subject to the terms of this Agreement, Completion shall take place
immediately after the signing of this Agreement (or at such other
time, date and/or place as the parties hereto may agree in writing)
when all, but not part only, of the following transactions shall be
effected:-






	 	(a)	 	the Company shall duly execute under seal the Instrument;




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	 	(b)	 	the Company shall issue under seal and deliver to the Security Agent
certificates evidencing title to the Notes in the names and numbers set out in
Schedule 1 in accordance with Sub-clause 2.2;
	 
	 	(c)	 	the Subscribers shall execute and deliver to the Company the Releases in
respect of the Relevant Indebtedness; and
	 
	 	(d)	 	the Company shall deliver to the Security Agent the documents referred to in
column (2) of Schedule 7 to be provided by the Company at Completion duly
executed by the parties thereto (other than the Security Agent).






	6.	 	POST-COMPLETION UNDERTAKING
	 
	 	 	The Company hereby irrevocably undertakes:






	 	(a)	 	as soon as practicable and in any event within 20 Business Days after
Completion, to use its best efforts to deliver to the Security Agent the documents
referred to in column (3) of Schedule 7 to be provided by the Company by using its
best endeavours after Completion;
	 
	 	(b)	 	as soon as practicable and in any event within 20 Business Days after
Completion, to use its best efforts to procure that the Company has appointed a
majority of the members of the board of directors for the time being of all the
Company’s Subsidiaries and to deliver to the Security Agent (i) satisfactory evidence
of such appointment, (ii) undated resignation letter of each of the nominee for the
time being appointed by the Company to the board of directors of its Subsidiaries and
undated board resolutions of its Subsidiaries on terms reasonably satisfactory to the
Security Agent.
	 
	 	(c)	 	provide not less than three (3) quotations or proposals from independent
financial institutions of the credit insurances referred to in Condition 11(L) of the
Notes within twenty (20) Business Days from the date of this Agreement.






	7.	 	ANNOUNCEMENTS
	 
	 	 	Subject to compliance with the Listing Rules and any applicable statutory or regulatory
rules and other than such disclosure as may be required by law, The Stock Exchange of Hong
Kong Limited or other competent authority or for the performance of any obligations under
this Agreement or in relation to information coming into the public domain otherwise than
by breach on the part of the disclosing party of its confidentiality obligations under this
Agreement, none of the parties shall, directly or indirectly, make any announcement or
disclose any information in relation to this Agreement or any matter in connection herewith
without the prior written consent of
the other parties (which consent shall not be unreasonably withheld or delayed).
	 
	8.	 	GENERAL PROVISIONS
	 
	8.1	 	Each of the parties undertakes to the others to execute or procure to be executed all such
documents and to do or procure to be done all such other acts and things within its power as
may be reasonable and necessary to give effect to the transactions contemplated by this
Agreement.
	 
	8.2	 	This Agreement shall be binding on and enure for the benefit of the successors and permitted
assigns of each of the parties but, except as expressly provided herein, no




6









 






	 	 	party shall assign
or transfer all or any of its rights or obligations hereunder without the prior written
consent of the other parties.
	 
	8.3	 	The exercise of or failure to exercise any right or remedy in respect of any breach of this
Agreement shall not, save as provided herein, constitute a waiver by such party of any other
right or remedy it may have in respect of that breach.
	 
	8.4	 	Any provision of this Agreement which is capable of being performed after Completion but
which has not been performed at or before Completion and all Warranties and other undertakings
contained in or entered into pursuant to this Agreement shall remain in full force and effect
notwithstanding Completion.
	 
	8.5	 	This Agreement (together with any documents referred to herein) constitutes the entire
agreement between the parties with respect to its subject matter (and no party has relied on
any representation or warranty made by any other party which is not contained in this
Agreement) and no variation of this Agreement shall be effective unless made in writing and
signed by all of the parties.
	 
	8.6	 	This Agreement supersedes all and any previous agreements, arrangements or understandings
between the parties relating to the matters referred to in this Agreement and all such
previous agreements, understandings or arrangements (if any) shall cease and determine with
effect from the date hereof.
	 
	8.7	 	If at any time any provision of this Agreement is or becomes illegal, void or unenforceable
in any respect, such provision shall be severed from this Agreement and the remaining
provisions hereof shall in no way be affected or impaired thereby.
	 
	8.8	 	Time shall be of the essence of this Agreement.
	 
	8.9	 	This Agreement may be executed in any number of counterparts or duplicates each of which
shall be an original but such counterparts or duplicates shall together constitute one and the
same instrument. A party may execute this Agreement on a facsimile copy counterpart and
deliver its signature and seal by facsimile.
	 
	9.	 	NOTICES
	 
	9.1	 	Any notice or other communication given or made under this Agreement shall be in writing.
	 
	9.2	 	Any such notice or other communication shall be addressed as provided in this Clause and, if
so addressed, shall be deemed to have been duly given or made as follows:-






	 	(a)	 	if sent by personal delivery, upon delivery at the address of the relevant
party;
	 
	 	(b)	 	if sent by registered post, two Business Days (7 Business Days if posted by
airmail from or to an overseas address) after the date of posting; and
	 
	 	(c)	 	if sent by facsimile, upon despatch to the facsimile number of the recipient,
with the production of a transmission report by the machine from which the facsimile
was sent which indicates that the facsimile was sent in its entirety to the facsimile
number of the recipient.






	9.3	 	The relevant address and facsimile number of each party for the purposes of this Agreement
are as follows:-




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	Name of party	 	Address	 	Facsimile No.	 	Attention
	Stonepath Holdings

(Hong Kong) Limited

	 	Unit 2602, 26/F

Miramar Tower

132 Nathan Road

Tsimshatsui,
Kowloon
 Hong Kong
	 	+852 2377 0909
	 	Isabel Tam
	 
	 	 	 	 	 	 
	Subscribers

	 	Please refer to
Schedule 1	 	 	 	 







	9.4	 	A party may notify the other parties to this Agreement of a change to its name, address or
facsimile number for the purpose of Sub-clause 9.3 PROVIDED THAT such notification
shall only be effective on:-






	 	(a)	 	if Sub-clause (b) does not apply, the date specified in the
notification as the date on which the change is to take place; or
	 
	 	(b)	 	if no date is specified or the date specified is less than five Business Days
after the date on which the notice is given, the date falling five Business Days after
notice of any such change has been given.






	10.	 	COSTS AND EXPENSES
	 
	 	 	The Company will pay all costs and expenses incurred by it in relation
to the preparation, negotiation and execution of this Agreement, the
Security Documents and any other document referred to therein (the
“Transaction Documents”). The Company shall reimburse the Subscribers
for all costs and expenses incurred by them or on its behalf by the
Security Agent in connection with the preparation, negotiation and
execution of the Transaction Documents (including but not limited to
all filing and search fees and all legal expenses incurred by the
Subscribers, and the consummation of the transactions contemplated
thereby) by way of the issue of the additional Notes referred to in
Sub-clause 2.3.
	 
	11.	 	GOVERNING LAW AND JURISDICTION
	 
	 	 	This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong and each party hereby submits to the
non-exclusive jurisdiction of the
courts of Hong Kong.
	 
	12.	 	PROCESS AGENT
	 
	 	 	Each of the following parties hereby irrevocably appoints the person set opposite its name
below as its agent to receive on its behalf service of proceedings issued out of the courts
of Hong Kong in any action or proceedings arising out of or in connection with this
Agreement, the Notes, the Conditions and/or the Certificates. In the event of such agent
ceasing to act, the relevant parties shall immediately appoint another person as its agent
for such purpose and give notice in writing of such appointment to all the other parties:




8









 











	 	 	 
	Parties	 	Names & addresses of agents
	SBI Brightline, LLC

	 	Bedrock China Futures, Limited.
	 

	 	Room 4301 – 09,Jardine House,
	 

	 	One Connaught Place, Central,
	 

	 	Hong Kong
	 
	 	 
	Hong Kong League Central Credit Union

	 	Bedrock China Futures, Limited.
	 

	 	Room 4301 – 09,Jardine House,
	 

	 	One Connaught Place, Central,
	 

	 	Hong Kong






     AS WITNESS the parties hereto have duly signed this Agreement the day and year first above
written.



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Schedule 1




The Subscribers




	 	 	 	 	 	 	 
	(I)	 	(II)	 	(III)	 	(IV)
	Name	 	Address / Fax / Attention	 	Principal Amount of Notes	 	Relevant Indebtedness
	SBI Brightline, LLC

(“SBI”)

(a company incorporated
in Delaware, the United
States of America)

	 	c/o Bedrock China
Futures, Limited.

Room 4301 – 09, 

Jardine House,

One Connaught Place,

Central, Hong Kong 

Fax : 2533 3781

Attention: Mr. Shelly 

Singhal 

CEO
	 	US$2,500,000
	 	US$2,500,000 and
which remains unpaid
to SBI on the date
hereof under the
Amended and Restated
Term Credit
Agreement dated June
22, 2006 between the
Company and SBI
	 
	 	 	 	 	 	 
	Hong Kong League
Central
 Credit Union

(“HKLCCU”)

a Hong Kong credit union

	 	c/o Bedrock China
Futures, Limited.

Room 4301 – 09, 

Jardine House,

One Connaught Place,

Central, Hong Kong 


Fax : 2533 3781

Attention: Mr. Shelly 

Singhal 

CEO
	 	US$4,530,000
	 	US$4,530,000 and
which remains unpaid
to HKLCCU on the
date hereof pursuant
to the redemption of
the preferred shares
issued by the
Company to HKLCCU
prior to the date
hereof






10









 






Schedule 2 




Part A




Information about the Company




Stonepath Holdings (Hong Kong) Limited




	 	 	 
	Date of incorporation:
	 	October 2, 2002
	 
	 	 
	Place of incorporation:
	 	Hong Kong
	 
	 	 
	Registered Number:
	 	816242
	 
	 	 
	Address of registered office:
	 	Unit 2602, 26/F., Miramar Tower
	 
	 	132 Nathan Road
	 
	 	Tsimshatsui, Kowloon
	 
	 	Hong Kong
	 
	 	 
	Authorised share capital:
	 	HK$10,000
	 
	 	 
	Issued share capital:
	 	HK$100
	 
	 	 
	Shareholders:
	 	Stonepath Group, Inc.  (100%)
	 
	 	 
	Directors:
	 	PELINO Dennis Lindsay
	 
	 	TOTAH Jason Fayez  (will resign)
	 
	 	AROVAS Robert
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Investment holding and provision of management services to its subsidiaries
	 
	 	 
	Place of business:
	 	Hong Kong






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Schedule 2




Part B




Information about the Subsidiaries




(1) Stonepath Freight Express (Hong Kong) Limited




	 	 	 
	Date of incorporation:
	 	April 28, 2005
	 
	 	 
	Place of incorporation:
	 	Hong Kong
	 
	 	 
	Registered Number:
	 	967131
	 
	 	 
	Address of registered office:
	 	Unit 2602, 26/F., Miramar Tower
	 
	 	132 Nathan Road
	 
	 	Tsimshatsui, Kowloon
	 
	 	Hong Kong
	 
	 	 
	Authorised share capital:
	 	HK$2,000,000
	 
	 	 
	Issued share capital:
	 	HK$2,000,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong)
Limited (2,000,000 shares)
	 
	 	 
	Directors:
	 	TOTAH Jason Fayez (will resign)
	 
	 	ROBERT Arovas
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Air Freight Forwarding
	 
	 	 
	Place of business:
	 	Hong Kong






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(2) Stonepath Logistics (Hong Kong) Limited




	 	 	 
	Date of incorporation:
	 	November 18, 2002
	 
	 	 
	Place of incorporation:
	 	Hong Kong
	 
	 	 
	Registered Number:
	 	822035
	 
	 	 
	Address of registered office:
	 	Unit 2602, 26/F., Miramar Tower
	 
	 	132 Nathan Road
	 
	 	Tsimshatsui, Kowloon
	 
	 	Hong Kong
	 
	 	 
	Authorised share capital:
	 	HK$10,000
	 
	 	 
	Issued share capital:
	 	HK$200
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (140 shares)
	 
	 	East Ocean Logistics Limited (60 shares)
	 
	 	 
	Directors:
	 	TOTAH Jason Fayez  (will resign)
	 
	 	KOO Yiu Wah
	 
	 	AROVAS Robert
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight Forwarding
	 
	 	 
	Place of business:
	 	Hong Kong






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(3) Stonepath Logistics (Asia Pacific) Pte Ltd.




	 	 	 
	Date of incorporation:
	 	September 27, 2004
	 
	 	 
	Place of incorporation:
	 	Singapore
	 
	 	 
	Registered Number:
	 	200412348E
	 
	 	 
	Address of registered office:
	 	8 Shenton Way, #27-01 Temasek Tower
	 
	 	Singapore 068811
	 
	 	 
	Authorised share capital:
	 	S$100,000,000
	 
	 	 
	Issued share capital:
	 	S$1
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (1 share)
	 
	 	 
	Directors:
	 	TOTAH Jason Fayez
	 
	 	LAW Teck Wah
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Not yet appointed , dormant company
	 
	 	 
	Main business:
	 	Holding company
	 
	 	 
	Place of business:
	 	Singapore






14









 






(4) G Link Express Freight (Asia Pacific) Pte Ltd.




	 	 	 
	Date of incorporation:
	 	September 28, 2004
	 
	 	 
	Place of incorporation:
	 	Singapore
	 
	 	 
	Registered Number:
	 	200412366H
	 
	 	 
	Address of registered office:
	 	8 Shenton Way #27-01
	 
	 	Temasek Tower
	 
	 	Singapore
	 
	 	 
	Authorised share capital:
	 	S$10,000,000
	 
	 	 
	Issued share capital:
	 	$1
	 
	 	 
	Shareholders:
	 	Stonepath Logistics (Asia Pacific) Pte. Ltd. (1 share)
	 
	 	 
	Directors:
	 	TOTAH Jason Fayez
	 
	 	LAW Teck Wah
	 
	 	AROVAS Robert
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight Forwarding
	 
	 	 
	Place of business:
	 	Singapore






15









 






(5) G Link Express Logistics (Singapore) Pte. Ltd.




	 	 	 
	Date of incorporation:
	 	July 29, 2003
	 
	 	 
	Place of incorporation:
	 	Singapore
	 
	 	 
	Registered Number:
	 	200307186E
	 
	 	 
	Address of registered office:
	 	8 Shenton Way #27-01
	 
	 	Temasek Tower
	 
	 	Singapore
	 
	 	 
	Authorised share capital:
	 	S$5,000,000
	 
	 	 
	Issued share capital:
	 	S$3,000,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (210,000 shares )
	 
	 	G Link Express Logistics (Singapore) Pte. Ltd.(90,000 shares)
	 
	 	 
	Directors:
	 	TAN Kheng He Peter
	 
	 	LIM Hak Leng
	 
	 	CHAN Tuck Hoe Mark
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Singapore






16









 






(6) G Link Express Logistics (Cambodia) Limited




	 	 	 
	Date of incorporation:
	 	March 24, 2004
	 
	 	 
	Place of incorporation:
	 	Cambodia
	 
	 	 
	Registered Number:
	 	MOC No 447 PN.NTK
	 
	 	 
	Address of registered office:
	 	No. 4 Street 242 Sangkat Boeng Prolit
	 
	 	Khan 7 Makara
	 
	 	Phnom Penh
	 
	 	Cambodia
	 
	 	 
	Authorised share capital:
	 	20,000,000 Riel
	 
	 	 
	Issued share capital:
	 	20,000,000 Riel
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (100%)
	 
	 	(Note: 30% minority shares not yet allotted)
	 
	 	 
	Directors:
	 	SOON Chin Tee Mike
	 
	 	LIM Hak Leng Daniel
	 
	 	TAN Kheng He Peter
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Cambodia






17









 







(7) G Link Express Logistics (Penang) Sdn. Bhd




	 	 	 
	Date of incorporation:
	 	March 26, 2004
	 
	 	 
	Place of incorporation:
	 	Malaysia
	 
	 	 
	Registered Number:
	 	646892 -V
	 
	 	 
	Address of registered office:
	 	18-22-A1 Gurney Tower
	 
	 	Persiaran Gurney, 10250
	 
	 	Penang
	 
	 	Malaysia
	 
	 	 
	Authorised share capital:
	 	RM100,000
	 
	 	 
	Issued share capital:
	 	RM100,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (70,000shares)
	 
	 	YEOH Peggy    (6,000 shares)
	 
	 	CHAN Kok On  (6,000 shares)
	 
	 	LIM Hak Leng   (5,500 shares)
	 
	 	LAW Teck Wah (5,500 shares)
	 
	 	TAN Kheng He Peter (5,500 shares)
	 
	 	HIA Chun Yong  (1,500 shares)
	 
	 	 
	Directors:
	 	YEOH Peggy
	 
	 	CHAN Kok On
	 
	 	LIM Hak Leng
	 
	 	LAW Teck Wah
	 
	 	TAN Kheng He Peter
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Yeang & Co, Chartered Accountants
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Penang, Malaysia






18









 






(8)  G Link Express Logistics (KL) Sdn. Bhd.




	 	 	 
	Date of incorporation:
	 	March 26, 2004
	 
	 	 
	Place of incorporation:
	 	Malaysia
	 
	 	 
	Registered Number:
	 	646891-U
	 
	 	 
	Address of registered office:
	 	18-22-A1 Gurney Tower
	 
	 	Persiaran Gurney, 10250
	 
	 	Penang
	 
	 	Malaysia
	 
	 	 
	Authorised share capital:
	 	RM100,000
	 
	 	 
	Issued share capital:
	 	RM2
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited  (2 shares)
	 
	 	Shares to minorities not yet allotted
	 
	 	 
	Directors:
	 	YEOH Peggy
	 
	 	CHAN Kok On
	 
	 	LIM Hak Leng
	 
	 	LAW Teck Wah
	 
	 	TAN Kheng He Peter
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Jay Julian and Company, Chartered Accountants
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Kuala Lumpur, Malaysia






19









 






(9) G Link Express Logistics (JB) Sdn. Bhd.




	 	 	 
	Date of incorporation:
	 	March 26, 2004
	 
	 	 
	Place of incorporation:
	 	Malaysia
	 
	 	 
	Registered Number:
	 	646890-K
	 
	 	 
	Address of registered office:
	 	18-22-A1 Gurney Tower
	 
	 	Persiaran Gurney, 10250
	 
	 	Penang
	 
	 	Malaysia
	 
	 	 
	Authorised share capital:
	 	RM100,000
	 
	 	 
	Issued share capital:
	 	RM100,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (70,000 shares)
	 
	 	CHAI Kin Heong       (6,000 shares)
	 
	 	LIM Hak Leng           (8,000 shares)
	 
	 	LAW Teck Wah         (8,000 shares)
	 
	 	TAN Kheng He Peter (8,000 shares)
	 
	 	 
	Directors:
	 	YEOH Peggy
	 
	 	CHAI Kin Heong
	 
	 	LIM Hak Leng
	 
	 	LAW Teck Wah
	 
	 	TAN Kheng He Peter
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Yeang & Co, Chartered Accountants
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Johor Bahru, Malaysia






20









 






(10) Planet Logistics Express (Singapore) Pte. Ltd




	 	 	 
	Date of incorporation:
	 	December 4, 2003
	 
	 	 
	Place of incorporation:
	 	Singapore
	 
	 	 
	Registered Number:
	 	200312364D
	 
	 	 
	Address of registered office:
	 	150 Beach Road
	 
	 	#32-00 Gateway West
	 
	 	Singapore
	 
	 	 
	Authorised share capital:
	 	S$4,000,000
	 
	 	 
	Issued share capital:
	 	S$1,800,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (245,000 shares)
	 
	 	Planet Logistics Pte Ltd                              (105,000 shares)
	 
	 	 
	Directors:
	 	QUEK Kok Heng Eddy
	 
	 	TAN Bee Hoon Winnie
	 
	 	PELINO Dennis Lindsay
	 
	 	TOTAH Jason Fayez  (will resign)
	 
	 	AROVAS Robert
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Singapore






21









 






(11) Group Logistics Pte. Ltd




	 	 	 
	Date of incorporation:
	 	April 22, 2003
	 
	 	 
	Place of incorporation:
	 	Singapore
	 
	 	 
	Registered Number:
	 	200303653C
	 
	 	 
	Address of registered office:
	 	257 Selegie Road
	 
	 	#03-368 Selegie Complex
	 
	 	Singapore
	 
	 	 
	Authorised share capital:
	 	S$1,000,000
	 
	 	 
	Issued share capital:
	 	S$500,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (350,000 shares)
	 
	 	QUEK Kok Heng  Eddy  (75,000 shares)
	 
	 	KER Chuen Kiat Aaron  (37,500 shares)
	 
	 	South China Investments (37,500 shares)
	 
	 	 
	Directors:
	 	QUEK Kok Heng Eddy
	 
	 	LAW Teck Wah
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Singapore






22









 






(12) Shaanxi Sunshine Cargo Service Company Limited




	 	 	 
	Date of incorporation:
	 	October 24, 2003
	 
	 	 
	Place of incorporation:
	 	Xian, PRC
	 
	 	 
	Registered Number:
	 	6101000460
	 
	 	 
	Address of registered office:
	 	Room 501, Building C
	 
	 	Golden Leaf Homeland (Jin Ye Jia Yuan)
	 
	 	100 West Portion of 2nd Circular Road South
	 
	 	Xian
	 
	 	PRC
	 
	 	 
	Authorised share capital:
	 	RMB16,500,000
	 
	 	 
	Issued share capital:
	 	RMB16,500,000
	 
	 	 
	Shareholders:
	 	Stonepath Logistics International
Services Inc. ( in the process of changing name to Stonepath Holdings (Hong Kong) Limited            (RMB9,075,000 )
	 
	 	Shaanxi Xiangyu Logistics Company
Limited (RMB6,600,000)
	 
	 	Xian Huijie Industry and trading
Company Limited (RMB825,000)
	 
	 	 
	Legal Representative:
	 	TSAI Ye-Wei
	 
	 	 
	Financial Year End:
	 	December 31
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	PRC






23









 






(13) Shaanxi Sunshine Cargo Service (Hong Kong) Company Limited




	 	 	 
	Date of incorporation:
	 	March 4, 2004
	 
	 	 
	Place of incorporation:
	 	Hong Kong
	 
	 	 
	Registered Number:
	 	886611
	 
	 	 
	Address of registered office:
	 	Unit 2602, 26/F., Miramar Tower
	 
	 	132 Nathan Road
	 
	 	Tsimshatsui, Kowloon
	 
	 	Hong Kong
	 
	 	 
	Authorised share capital:
	 	HK$10,000
	 
	 	 
	Issued share capital:
	 	HK$100
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited  (55 shares)
	 
	 	TSAI Ye-Wei    (45shares)
	 
	 	 
	Directors:
	 	PELINO Dennis Lindsay
	 
	 	TOTAH Jason Fayez ( will resign)
	 
	 	AROVAS Robert
	 
	 	TSAI Ye-Wei
	 
	 	YANG Yi-Feng
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Hong Kong






24









 






(14) Stonepath Logistics (China) Limited




	 	 	 
	Date of incorporation:
	 	April 28, 2005
	 
	 	 
	Place of incorporation:
	 	Hong Kong
	 
	 	 
	Registered Number:
	 	967132
	 
	 	 
	Address of registered office:
	 	Unit 2602, 26/F., Miramar Tower
	 
	 	132 Nathan Road
	 
	 	Tsimshatsui, Kowloon
	 
	 	Hong Kong
	 
	 	 
	Authorised share capital:
	 	HK$10,000
	 
	 	 
	Issued share capital:
	 	HK$10,000
	 
	 	 
	Shareholders:
	 	Stonepath Holdings (Hong Kong) Limited (5,500 shares)
	 
	 	TSAI Ye-Wei  (4,500 shares)
	 
	 	 
	Directors:
	 	PELINO Dennis Lindsay
	 
	 	TOTAH Jason Fayez (will resign)
	 
	 	TSAI Ye-Wei
	 
	 	 
	Financial Year End:
	 	November 30
	 
	 	 
	Auditors:
	 	Grant Thornton
	 
	 	 
	Main business:
	 	Freight forwarding
	 
	 	 
	Place of business:
	 	Hong Kong






25









 







Schedule 3




Group Structure









26









 





Schedule 4




The Warranties





	A.	 	Business of the Group
	 
	 	 	The Group is not engaged in any business activity other than the Business. The
structure of the Group is as set out in Schedule 3.
	 
	B.	 	Capacity of the Company






	 	(i)	 	The Company has the requisite power and authority to enter
into and perform this Agreement and all the Transaction Documents to which
the Company is a party to be executed by it pursuant to this Agreement.
	 
	 	(ii)	 	This Agreement constitutes, and all the Transaction
Documents to which the Company is a party to be executed and delivered by the
Company pursuant to this Agreement will, when executed, constitute, binding
obligations of the Company in accordance with their respective terms.
	 
	 	(iii)	 	The execution and delivery of, and the performance by the
Company of its obligations under this Agreement, and all the Transaction
Documents to which the Company is a party to be executed by it pursuant to
this Agreement, will not:-






	 	(a)	 	result in a breach of any provision of the
memorandum and articles of association of the Company;
	 
	 	(b)	 	result in a breach of, or constitute a
default under, any instrument to which the Company is a party or by
which the Company is bound; or
	 
	 	(c)	 	result in a breach of any order, judgement
or decree of any court or governmental agency to which the Company is
a party or by which the Company is bound.






	C.	 	Group structure, etc.






	 	(i)	 	There is no agreement or commitment outstanding which calls
for the allotment, issue or transfer of, or accords to any person the right
to call for the allotment or issue of, any share or debentures in or
securities of the Company or any Group Company other than the Notes pursuant
to this Agreement.
	 
	 	(ii)	 	The Company does not have any interest in the capital of
any body corporate other than the Subsidiaries referred to in Schedule 2.
	 
	 	(iii)	 	The Company does not act or carry on business in
partnership with
any other person and is not a member (otherwise than through the holding
of share capital) of any body corporate or unincorporated and





27









 





	 	 	 	does not
hold any share or securities which is not fully paid up or which carries
any liability.






	D.	 	Accuracy and adequacy of information






	 	(i)	 	All information set out in this Agreement is true complete
and accurate in all material respects and is not misleading in any material
respect due to any omission or ambiguity or for any other reason.
	 
	 	(ii)	 	All information given by or on behalf of the Company set
forth herein relating to the business, activities, affairs or assets or
liabilities of any Group Company was, when given, and is true and accurate in
all material respects.
	 
	 	(iii)	 	The copies of the memorandum and articles of association
and any other constitutional documents of the Company and the Subsidiaries
supplied to the Subscribers by or on behalf of the Company are complete and
accurate in all aspects, having attached to them copies of all resolutions
and other documents required by law to be so attached.
	 
	 	(iv)	 	All documents which are required to be delivered by each
Group Company to the relevant registrar of companies (or other governmental,
regulatory or other public body or agency) under the applicable law and
regulations to which such Group Company is subject have been properly so
delivered.






	E.	 	Shareholders’ arrangements
	 
	 	 	There is no shareholders, joint venture or similar agreement between the Company
and the other shareholders of the Subsidiaries of the Company which are not
wholly-owned by the Company, regulating the transfer of shares or management or
operations in such Subsidiaries.
	 
	F.	 	Contracts and commitments






	 	(i)	 	There are no material breaches of, or any invalidity, or
grounds for determination of, any agreement to which a Group Company is a
party or, to the best of the knowledge or belief of the directors of the
Company having made all reasonable enquiries, of any outstanding allegation
of the foregoing.
	 
	 	(ii)	 	No Group Company is a party to any contract which relates
to matters not within the ordinary business of the Group and for this purpose
“contract” includes any understanding, arrangement or commitment that is
legally binding on any Group Company however described.






	G.	 	Working capital
	 
	 	 	The Group has sufficient working capital for its present requirements
(that is to say, to enable it to continue to carry on the Business in
its present form and
at the present level of turnover) and for the purpose of performing in accordance
with the terms of all orders, projects and contractual obligations which have been
placed with or undertaken by it.




28









 






	H.	 	Liabilities






	 	(i)	 	No Group Company has received any notice to repay under any
agreement relating to borrowing or indebtedness in the nature of borrowing on
its part which is repayable on demand, and no event of default has occurred
under any agreement relating to any other borrowing or indebtedness.
	 
	 	(ii)	 	No Group Company is a party to any contract or guarantee,
indemnity of surety or any contract to secure an obligation of any third
party, other than another Group Company.






	I.	 	Insolvency






	 	(i)	 	No order has been made and no resolution has been passed
for the winding up, liquidation or bankruptcy of any Group Company and no
petition has been presented and no meeting has been convened for the purpose
of the winding up, liquidation or bankruptcy of any Group Company.
	 
	 	(ii)	 	No receiver has been appointed in respect of any Group
Company of all or a substantial part of its assets.
	 
	 	(iii)	 	No Group Company is insolvent or unable to pay its debts
within the meaning of section 6A of the Bankruptcy Ordinance (Cap. 6 of the
Laws of Hong Kong) or section 178 of the Companies Ordinance (Cap. 32 of the
Laws of Hong Kong), as the case may be, or has stopped paying its debts as
they fall due.
	 
	 	(iv)	 	No event analogous to any of the foregoing has occurred in
or outside Hong Kong in relation to any Group Company.
	 
	 	(v)	 	No unsatisfied judgement in a material amount in the
context of the Group as a whole is outstanding against any Group Company.
	 
	 	(vi)	 	No guarantee, loan capital, borrowed money or interest of
any Group Company of a material nature in the context of the Group as a whole
is overdue for payment, and no other obligation or indebtedness of any Group
Company in a material amount in the context of the Group as a whole is
overdue for performance or payment.






	J.	 	Litigation




No Group Company is engaged in any litigation or arbitration, administrative or criminal
proceedings involving a sum in excess of US$50,000 or its equivalent in any other currency
per claim, whether as plaintiff, defendant or otherwise, and, to the best of the knowledge
or belief of the Company, no litigation or arbitration, administrative or criminal
proceedings of a material nature in the context of the Group as a whole by
or against any Group Company is pending or expected.





	K.	 	Delinquent and wrongful acts




29









 












	 	(i)	 	No Group Company has committed or is liable for any
criminal, illegal, unlawful or unauthorised act or breach of any obligation
or duty the liability for or breach of which would materially and adversely
affect the business or financial position of the Group as a whole, whether
imposed by or pursuant to statute, contract or otherwise, and no claim is or
remains outstanding against any Group Company that it has committed or is
liable for the same.
	 
	 	(ii)	 	To the best of the knowledge or belief of the directors of
the Company having made all reasonable enquiries, no investigation or enquiry
is being or has been conducted by any governmental or other body in respect
of the affairs of any Group Company.






	L.	 	Related-party transactions






	 	(i)	 	Save those matters disclosed by the holding company of the
Company, Stonepath Group, Inc. in the relevant SEC filings, there is no
contract or arrangement in respect of which obligations are still
outstanding, to which any Group Company is, or was, a party or in which the
shareholders of the Company are beneficially interested or any Affiliates,
associates (as defined in the Listing Rules) of the Group Companies is, or
has been, interested, either directly or indirectly.
	 
	 	(ii)	 	There is loan or amount outstanding between the Company and
holding company or between the Company’s Subsidiaries and their respective
shareholders (other than the Company).




30









 











Schedule 5




Instrument




31









 





Schedule 6




Form of Deed of Release




To:




STONEPATH HOLDINGS (HONG KONG) LIMITED (“Company”)

Unit 2602, 26/F, Miramar Tower,

132 Nathan Road,

Tsimshatsui, Kowloon,

Hong Kong




RELEASE OF RELEVANT INDEBTEDNESS




     We refer to the amounts owed by you to us as set out in Schedule 1 of the debt restructuring
agreement dated [•] 2006 (the “Relevant Indebtedness”).



     We hereby irrevocably and unconditionally release, forever discharge and agree not to make any
past, present or future claims, demands, alleged obligations or liabilities or causes of action of
whatsoever nature absolutely arising out of, resulting from or in connection with the Relevant
Indebtedness and hereby cancel, release and discharge absolutely the Relevant Indebtedness (as to
SBI Brightline, LLC for the sum of: US$2,500,000 and as to Hong Kong League Central Credit Union
for the sum of US$4,530,000) or any documents or agreements relating thereto (save for the charge
created by the Company pursuant to an amended and restated security deed dated 10 August 2006)
owing by you to us as at the date of this letter.



	 	 	 
	 

Executed as a deed

	 	 
	for and on behalf of
	 	 
	SBI Brightline, LLC
	 	 
	 
	 	 
	 

Executed as a deed

	 	 
	for and on behalf of
	 	 
	Hong Kong League Central Credit Union
	 	 






32









 






Schedule 7




List of Deliverables




	 	 	 	 	 	 	 
	 	 	 	 	 	 	(3)
	 	 	 	 	 	 	To be provided by
	 	 	 	 	(2)	 	the Company by
	 	 	 	 	To be provided by	 	using its best
	(1)	 	 	 	the Company at	 	endeavours after
	Document	 	Completion	 	Completion
	A.

	 	Debt Restructuring Agreement	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Instrument executed by the Company constituting
the series of Notes
	 	Ö	 	 
	 
	 	 	 	 	 	 
	 

	 	Certificates evidencing title to the Notes
issued under seal by the Company 	 	Ö
	 	 
	 
	 	 	 	 	 	 
	 

	 	
Share charge over the shares of G Link Express
Logistics (Singapore) Pte. Ltd. executed by the
Company and SBI as security agent (the
“Singapore Share Charge”)
	 	 
	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Share charge over the shares of Stonepath
Logistics (Hong Kong) Limited, Stonepath Freight
Express (Hong Kong) Limited, Stonepath Logistics
(China) Limited and Shaanxi Sunshine Cargo
Service (Hong Kong) Company Limited executed by
the Company and SBI as security agent (the “HK
Share Charge”)
	 	Ö	 	 
	 
	 	 	 	 	 	 
	 

	 	Share charge over the shares of G Link Express
Logistics (KL) Sdn. Bhd., G Link Express
Logistics (Penang) Sdn. Bhd. and G Link Express
Logistics (JB) Sdn. Bhd executed by the Company
and SBI as security agent (the “Malaysia Share
Charge”)
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Share charge over the shares of Shaanxi Sunshine
Cargo Service Co., Ltd executed by the Company
and SBI as security agent (the “PRC Share
Charge”)
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Share charge over the shares of the Company
executed by Stonepath Group, Inc. and SBI as
security agent (the “Holdco Share Charge”)
	 	 	 	Ö
	 
	 	 	 	 	 	 
	B.

	 	Singapore Share Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Certificates in respect of the charged shares
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Transfer forms for the transfer of shares in G
Link Express Logistics (Singapore) Pte. Ltd.
duly executed by the Company in blank
	 	 	 	Ö






33









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	(3)
	 	 	 	 	 	 	To be provided by
	 	 	 	 	(2)	 	the Company by
	 	 	 	 	To be provided by	 	using its best
	(1)	 	 	 	the Company at	 	endeavours after
	Document	 	Completion	 	Completion
	 

	 	Signed undated letters of resignation from each
director of G Link Express Logistics (Singapore)
Pte. Ltd.
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Board resolutions in writing in the form set out
in Schedule 3 of the HK Share Charge signed by
every director of G Link Express Logistics
(Singapore) Pte. Ltd.
	 	 	 	Ö
	 
	 	 	 	 	 	 
	C.

	 	HK Share Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Certificates in respect of the charged shares of:
	 	Ö	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)    Stonepath Logistics (Hong Kong) Limited
	 	 	 	 
	 

	 	(b)    Stonepath Freight Express (Hong Kong) Limited
	 	 	 	 
	 

	 	(c)    Shaanxi Sunshine Cargo Service (Hong Kong) Company Limited
	 	 	 	 
	 

	 	(d)    Stonepath Logistics (China) Limited
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Instrument of Transfer and contract notes duly
executed by the Company in blank for the
transfer of shares in:
	 	Ö	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)    Stonepath Logistics (Hong Kong) Limited 
	 	 	 	 
	 

	 	(b)    Stonepath Freight Express (Hong Kong) Limited
	 	 	 	 
	 

	 	(c)    Shaanxi Sunshine Cargo Service (Hong Kong) Company Limited
	 	 	 	 
	 

	 	(d)    Stonepath Logistics (China) Limited
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Signed undated letters of resignation from each
director of:
	 	Ö	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)    Stonepath Logistics (Hong Kong) Limited
	 	 	 	 
	 

	 	(b)    Stonepath Freight Express (Hong Kong) Limited 
	 	 	 	 
	 

	 	(c)    Shaanxi Sunshine Cargo Service (Hong Kong) Company Limited
	 	 	 	 
	 

	 	(d)    Stonepath Logistics (China) Limited
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Board resolutions in writing in the form set out
in Schedule 3 of the HK Share Charge signed by
every director of :
	 	Ö	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)    Stonepath Logistics (Hong Kong) Limited
	 	 	 	 
	 

	 	(b)    Stonepath Freight Express (Hong Kong) Limited
	 	 	 	 
	 

	 	(c)    Shaanxi Sunshine Cargo Service (Hong Kong) Company Limited 
	 	 	 	 
	 

	 	(d)    Stonepath Logistics (China) Limited
	 	 	 	 






34









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	(3)
	 	 	 	 	 	 	To be provided by
	 	 	 	 	(2)	 	the Company by
	 	 	 	 	To be provided by	 	using its best
	(1)	 	 	 	the Company at	 	endeavours after
	Document	 	Completion	 	Completion
	D.

	 	Malaysia Share Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Certificates in respect of the charged shares of:
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	(a)    G Link Express Logistics (JB) Sdn. Bhd.
	 	 	 	 
	 

	 	(b)    G Link Express Logistics (Penang) Sdn. Bhd.
	 	 	 	 
	 

	 	(c)     G Link Express Logistics (KL) Sdn. Bhd. 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Instrument of Transfer duly executed by the
Company in blank for the transfer of shares in:
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	(a)    G Link Express Logistics (JB) Sdn. Bhd.
	 	 	 	 
	 

	 	(b)    G Link Express Logistics (Penang) Sdn. Bhd.
	 	 	 	 
	 

	 	(c)    G Link Express Logistics (KL) Sdn. Bhd.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Signed undated letters of resignation from each
director of:
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	(a)    G Link Express Logistics (JB) Sdn. Bhd.
	 	 	 	 
	 

	 	(b)    G Link Express Logistics (Penang) Sdn. Bhd.
	 	 	 	 
	 

	 	(c)     G Link Express Logistics (KL) Sdn. Bhd.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Board resolutions in writing in the form set out
in Schedule 3 of the Malaysia Share Charge
signed by every director of :
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	(a)    G Link Express Logistics (JB) Sdn. Bhd.
	 	 	 	 
	 

	 	(b)    G Link Express Logistics (Penang) Sdn. Bhd.
	 	 	 	 
	 

	 	(c)    G Link Express Logistics (KL) Sdn. Bhd.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Letter duly signed by each of the other
shareholders of the following companies, waiving
any right such shareholder may have under the
articles of association of the companies or
otherwise to purchase shares in the capital of:
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	(a)    G Link Express Logistics (JB) Sdn. Bhd.
	 	 	 	 
	 

	 	(b)    G Link Express Logistics (Penang) Sdn. Bhd.
	 	 	 	 
	 

	 	(c)     G Link Express Logistics (KL) Sdn. Bhd.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Shareholders resolutions signed by each and
every member of the following companies in the
form set out in Schedule 5 of the Malaysian
Share Charge:
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	(a)    G Link Express Logistics (JB) Sdn. Bhd.
	 	 	 	 
	 

	 	(b)    G Link Express Logistics (Penang) Sdn. Bhd.
	 	 	 	 
	 

	 	(c)    G Link Express Logistics (KL) Sdn. Bhd.
	 	 	 	 
	 
	 	 	 	 	 	 
	E.

	 	PRC Share Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Application Letter duly executed by Shaanxi
Sunshine Cargo Service Co., Ltd;
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Board of Resolution duly signed by every
director of Shaanxi Sunshine Cargo Service Co.,
Ltd;
	 	 	 	Ö






35









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	(3)
	 	 	 	 	 	 	To be provided by
	 	 	 	 	(2)	 	the Company by
	 	 	 	 	To be provided by	 	using its best
	(1)	 	 	 	the Company at	 	endeavours after
	Document	 	Completion	 	Completion
	 

	 	Amendment to the Articles of Association duly
executed by Shaanxi Sunshine Cargo Service Co.,
Ltd and each of its PRC shareholders;
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Table of Amendment to the Articles of
Association duly signed by each of the PRC
shareholder of Shaanxi Sunshine Cargo Service
Co., Ltd
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Agreement on Amendment to the Joint Venture
Contract duly executed by Shaanxi Sunshine Cargo
Service Co., Ltd and each of its PRC
shareholders;
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Table of Amendment to the Joint Venture
Agreement duly signed by each of the PRC
shareholders of Shaanxi Sunshine Cargo Service
Co., Ltd
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Appointment Letter of directors to be signed by
the transferee
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Equity Transfer Agreement duly executed by
Stonepath Holdings (Hong Kong) Limited
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Equity Pledge Agreement duly executed by
Stonepath Holdings (Hong Kong) Limited and SBI
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Waiver Letter signed by each PRC shareholder of
Shaanxi Sunshine Cargo Service Co., Ltd
	 	 	 	Ö
	 
	 	 	 	 	 	 
	F.

	 	Holdco Share Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Certificates in respect of the charged shares of
the Company
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Instrument of Transfer and contract notes duly
executed by the Company in blank for the
transfer of shares in the Company
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Signed undated letters of resignation from each
director of the Company
	 	 	 	Ö
	 
	 	 	 	 	 	 
	 

	 	Board resolutions in writing in the form set out
in Schedule 3 of the Holdco Share Charge signed
by every director of the Company
	 	 	 	Ö






36









 






Schedule 8




Schedule of Disclosures





	A.	 	Planet Logistics Express (Singapore) Pte Ltd.






	 	(i)	 	Banking facilities from United Overseas Bank Limited. The
limit of the facility is equivalent to the amount of fixed deposit pledged.






	B.	 	Shaanxi Sunshine Cargo Service Co., Ltd.






	 	(i)	 	Loan of US$420,000 to shareholder Tsai Ye-Wei.






	C.	 	G Link Express Logistics (Singapore) Pte Ltd.






	 	(i)	 	Litigation as plaintiff against Image Glow Merchandising (M)
SDN BHD for US$259,359.10 in outstanding invoices arising from the normal
course of business.




37









 











Execution Page




The Company




	 	 	 
	SIGNED by
	 	)
	 
	 	)
	for and on behalf of
	 	)
	STONEPATH HOLDINGS (HONG KONG)
	 	)
	LIMITED
	 	)
	in the presence of :-
	 	)
	The Subscribers


	 
	SIGNED by
	 	)
	 
	 	)
	for and on behalf of
	 	)
	SBI BRIGHTLINE, LLC
	 	)
	in the presence of :-
	 	)
	 
	 	 
	SIGNED by
	 	)
	 
	 	)
	for and on behalf of
	 	)
	HONG KONG LEAGUE CENTRAL
	 	)
	CREDIT UNION
	 	)
	in the presence of :-
	 	)







38