Exhibit 10.30


 


PREFERRED SHARES EXCHANGE
AGREEMENT


 


PREFERRED SHARES EXCHANGE AGREEMENT (this “Agreement”)
dated as of the 26th day of October, 2005 by and among STONEPATH GROUP, INC., a
Delaware corporation (“Group”), STONEPATH HOLDINGS (HONG KONG) LIMITED, a
company incorporated under the laws of Hong Kong (“Holdings”), HONG KONG LEAGUE
CENTRAL CREDIT UNION, a company incorporated under the laws of Hong Kong (“Lender”),
and SBI ADVISORS, LLC, a California limited liability company, in its capacity
as agent for Lender (“Agent”).


WITNESSETH:


 


WHEREAS, Stonepath Holdings (Hong Kong) Limited (“Holdings”),
Group, Lender, and Agent  are parties to
an Exchange Agreement dated as of October 7, 2005 pursuant to which, among
other things, Holdings has issued Preferred Shares of Holdings (the “Preferred
Shares”) to Lender on the date hereof; and


 


WHEREAS, the parties hereto have entered into this
Agreement to provide for the terms upon which the Preferred Shares are
exchangeable for shares of Common Stock of Group.


 


NOW, THEREFORE, the parties, intending to be legally
bound, agree as follows:


 


1.             Definitions.
The following terms shall have the following meanings when used in this
Agreement:


 


“Closing Price” means the closing price of the Common Stock
(or other securities which are at the time issuable upon the exchange of a
Preferred Share pursuant to this Agreement) as reported by Bloomberg, L.P. on
the Principal Market.


“Common Stock”
means Common Stock, $0.001 par value, of Group.


 


“Exchange Notice”
means a notice in the form of Exhibit A to this Agreement.


 


“Excluded
Shares” means (i) shares of Common Stock issued or issuable pursuant
to this Agreement or Warrants issued to Lender, specifically including all
shares of Common Stock which may be issued upon exchange hereunder or exercise
thereof, (ii) shares of Common Stock issuable upon the exercise of any options
or warrants outstanding on the date of this Agreement, (iii) shares of Common
Stock issuable pursuant to or upon the conversion of any note, debenture, debt instrument
and all other written agreements to which Group is a party on the date of this
Agreement; (iv) shares of Common Stock (including grants, options and warrants)
issuable pursuant to or in accordance with any plan for the benefit of
employees, directors, officers, or consultants approved by Group’s Board of
Directors; and (v) shares of Common Stock issued or issuable in connection with
acquisitions made by Group or any of its directly or indirect subsidiaries.


 


 


“Original Issue Price”
means One Hundred Dollars ($100).


 


“Preferred Share”
means a Preferred Share of Holdings.


 


“Principal Market” means the New York Stock Exchange, the
American Stock Exchange, the Nasdaq National Market or SmallCap Market., the
OTC Bulletin Board or the Pink Sheets LLC.


“Securities Act”
means the United States Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.


 


“Trading Day”
means a day on which the Principal Market shall be open for business.


 





















2.             Exchange


 


(a)           Optional Exchange


(i)            Subject
to and upon compliance with the provisions of this Section 2, each Preferred
Share shall, at the option of the holder thereof, be exchangeable at any time
for that number of fully paid and non-assessable shares of Common Stock
(calculated as to each conversion to the nearest 1/100th of a share) as is
determined by dividing the Original Issue Price by the Exchange Price (as
defined in 2(d)) in effect at the time of conversion).


(ii)           To
exchange Preferred Shares, the holder shall surrender the certificate or
certificates representing such shares at any of the offices or agencies to be
maintained for such purpose by Group and shall deliver an Exchange Notice to
Group at such office or agency that the holder elects to exchange the Preferred
Shares specified in said notice. Such notice shall also state the name or
names, together with address or addresses, in which the certificate or
certificates for shares of Common Stock, which shall be issuable in such
exchange, shall be issued. Each certificate representing a Preferred Share
surrendered for conversion shall, unless the shares issuable on exchange are to
be issued in the same name as the name in which such share is registered, be
accompanied by (A) instruments of transfer, in form satisfactory to Group, duly
executed by the holder or his duly authorized attorney, (B) an amount sufficient
to pay any transfer or similar tax, and (C) an opinion of counsel satisfactory
to Group that the issuance of the shares issuable on exchange is exempt from
the registration requirements of the Securities Act. Within three (3) Trading
Days after the surrender of certificates representing such Preferred Shares and
the receipt of such Exchange Notice, instruments of transfer, opinion,  and funds, if any, as aforesaid, Group shall
issue and shall deliver at such office or agency to such holder, or as
designated in such holder’s written instructions, a certificate or certificates
for the number of full shares of Common Stock issuable upon the exchange of
such Preferred Shares in accordance with the provisions of this Section 2 and a
check or cash in respect of any fractional interest in a share of Common Stock
arising upon such conversion, as provided in Section 2(c).


(iii)          Each
exchange shall be deemed to have been effected immediately prior to the close
of business on the date on which certificates representing such Preferred
Shares shall have been surrendered and such Exchange Notice (and any applicable
instruments of transfer and any required taxes) received by Group as aforesaid,
and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such exchange
shall be deemed to have become the holder or holders of record of the shares
represented thereby at such time on such date, and such exchange shall be based
upon the Exchange Price in effect at such time on such date, unless the stock
transfer books of the Group shall be closed on that date, in which event such
person or persons shall be deemed to have become such holder or holders of
record at the close of business on the next succeeding day on which such stock
transfer books are open, but such exchange shall be based upon the Exchange
Price in effect on the date upon which certificates representing such Preferred
Shares shall have been surrendered and such Exchange Notice received by Group.


(iv)          Notwithstanding
anything contained in this Section 2(a) to the contrary, a holder of Preferred
Shares shall not be entitled to exchange such shares for a number of shares of
Common Stock which would exceed the difference between (i) 9.99% of the issued
and outstanding shares of Common Stock and (ii) the number of shares of Common
Stock beneficially owned by such holder. 
For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act, as amended, and Regulation 13d-3 thereunder.  .


 


(b)           Mandatory Exchange


                (i)            Each
Preferred Share outstanding on the Mandatory Exchange Date (as defined herein)
shall automatically and without any action on the part of the holder thereof,
be exchanged for that number of fully paid and non-assessable shares of Common
Stock (calculated as to each conversion to the nearest 1/100th of a share) as
is determined by dividing the Original Issue Price by the Exchange Price (as
defined in 


2





















Section 2(d)) in effect
at the time of conversion.  The term “Mandatory
Exchange Date” is the date, if any, as of 
which all of the following has occured:


(A)          The average Closing Price for the
shares of Common Stock has been 200% or more than the Exchange Price for at
least twenty (20) consecutive Trading Days (the “Triggering Period”);


(B)           The average daily trading volume for
any twenty (20) Trading Days during the Triggering Period has been 250,000 or
more shares;


(C)           The Common Stock is listed on the
American Stock Exchange or the NASDAQ National Market System or SmallCap
Market; and


(D)          The Common Stock receivable upon such
mandatory exchange may, at the time of the mandatory exchange, be resold either
(i) pursuant to an effective registration statement under the Securities Act
which the holder of such Preferred Share is entitled to use or (iii) under Rule
144(K) under the Securities Act.


 


(ii)           On
the Mandatory Exchange Date, all outstanding Preferred Shares shall be deemed
to be exchanged automatically without any further action by the holders of such
shares and whether or not the certificates representing such shares are surrendered
to Group; provided, however, that Group shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon exchange of
any Preferred Shares unless certificates evidencing such Preferred Shares are
either delivered to Group or the holder notifies Group or Holdings that such
certificates have been lost, stolen, or destroyed, and executes an agreement
satisfactory to Group and Holdings to indemnify them from any loss incurred by
them in connection therewith. Upon the occurrence of the automatic exchange of
the Preferred Shares pursuant to this Section 2(b), the holders of the
Preferred Shares shall surrender the certificates representing the Preferred
Shares for which the Mandatory Exchange Date has occurred to Group, together
with stock powers signed in blank, and Group shall deliver certificates for the
shares of Common Stock issuable upon such exchange as soon as practicable
following the holder’s delivery of the applicable certificates for the
Preferred Shares.


(c)           No
Fractional Shares


No fractional shares or scrip
representing fractions of shares of Common Stock shall be issued upon exchange
of the Preferred Shares. In lieu of any fractional interest in a share of
Common Stock which would otherwise be deliverable upon the conversion of any
Preferred Share, Group shall pay to the holder of such shares an amount in cash
(computed to the nearest cent) equal to the Closing Price on the Trading Day
next preceding the day of exchange multiplied by the fractional interest that
otherwise would have been deliverable upon exchange of such share.


(d)           Exchange Price


The “Exchange Price” shall mean and be
One Dollar and Eight Cents ($1.08), subject to adjustment from time to time by
Group as follows:


(i)            In
case Group shall (a) pay a dividend or make a distribution on its Common Stock,
each in shares of Common Stock, (b) subdivide its outstanding shares of Common
Stock into a greater number of shares, (c) combine its outstanding shares of
Common Stock into a smaller number of shares, or (d) issue by reclassification
of its Common Stock any shares of capital stock of Group, then in each such
case the Exchange Price in effect immediately prior to such action shall be
adjusted so that the holder of any Preferred Share thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock or
other capital stock of Group which such holder would have owned or been
entitled to receive immediately following such action had such share been
exchanged immediately prior to the occurrence of such event. An adjustment made
pursuant to this subsection (i) shall become effective immediately after the
record date, in the case of a dividend or distribution, or immediately after
the effective date, in the case of a subdivision, combination or
reclassification. If, as a result 


 


3





















 


of
an adjustment made pursuant to this subsection (i), the holder of any Preferred
Share shall become entitled to receive shares of two or more classes of capital
stock or shares of Common Stock and other capital stock of Group, the Board of
Directors of Group (whose determination shall be conclusive) shall determine
the allocation of the adjusted Exchange Price between or among shares of such
classes of capital stock or shares of Common Stock and other capital stock.


(ii)           In
case Group shall, by dividend or otherwise, distribute to all holders of its
outstanding Common Stock any capital stock (other than Common Stock), cash,
evidences of its indebtedness or assets or rights or warrants to subscribe for
or purchase securities of Group (excluding those referred to in subsection
(iii) of this Section 2(d) and excluding dividends or distributions payable in
stock for which adjustment is made pursuant to subsection (i) of this Section
2(d)) then in each such case the Exchange Price shall be adjusted so that the
same shall equal the price determined by multiplying the Exchange Price in
effect immediately prior to the record date of such distribution by a fraction
of which the numerator shall be the average Closing Price of the Common Stock
for the twenty (20) consecutive Trading Days preceding the record date less the
fair market value on such record date (as determined by the Board of Directors,
whose determination shall be conclusive) of the portion of the capital stock or
assets or the evidences of indebtedness or assets so distributed to the holder
of one share of Common Stock or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator shall be
such average Closing Price of the Common Stock for the twenty (20) consecutive
Trading Days preceding the record date. Such adjustment shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such distribution.


(iii)          If
Group, at any time after the date of this Agreement and while any Preferred
Share is outstanding (other than in a transaction resulting in an adjustment
pursuant to Section 2(d)(i) or 2(d)(ii)):


(A)          issues or sells, or
is deemed to have issued or sold, any Common Stock, other than Excluded Shares;


(B)           in any manner
grants, issues or sells any rights, options, warrants, options to subscribe for
or to purchase Common Stock or any stock or other securities convertible into
or exchangeable for Common Stock other than Excluded Shares (such rights,
options or warrants being herein called “Options” and such convertible or
exchangeable stock or securities being herein called “Convertible Securities”);
or


(C)           in any manner issues
or sells any Convertible Securities other than Excluded Shares;


for (1) with respect to
paragraph (A) above, a price per share, or (2) with respect to paragraphs (B)
or (C) above, a price per share (including the consideration per share paid on
issuance of the Option or Convertible Securities) for which Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of
such Convertible Securities is less than the Exchange Price in effect
immediately prior to such issuance, sale or grant, then, immediately after such
issuance, sale or grant, the Exchange Price shall be reduced to the amount
determined by dividing (1) the sum of (x) the product derived by multiplying
the Exchange Price in effect immediately prior to such issue or sale by the
number of shares of Common Stock Deemed Outstanding immediately prior to such
issue or sale, plus (y) the consideration, if any, received or deemed to have
been received by the Company upon such issue or sale, by (2) the number of
shares of Common Stock Deemed Outstanding immediately after such issue or sale.
No modification of the issuance terms shall be made upon the actual issuance of
such Common Stock upon exercise, conversion or exchange of such Options or
Convertible Securities. If there is a change at any time in (i) the exercise
price provided for in any Options, (ii) the additional consideration, if any,
payable upon the issuance, conversion or exchange of any Convertible Securities
or (iii) the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock, then immediately after such change the Exchange
Price shall be adjusted to the Exchange Price which would have been in effect
at such time had such Options or Convertible Securities still 


 


4





















 


outstanding provided for
such changed exercise price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or sold;
provided that no adjustment shall be made if such adjustment would result in an
increase of the Exchange Price then in effect. However, upon the expiration of
any such Options or Convertible Securities, the issuance of which resulted in
an adjustment in the Exchange Price pursuant to this Section 2(d)(iii), if all
or any portion of any such Options or Convertible Securities shall not have
been exercised, the Exchange Price shall immediately upon such expiration be
increased to the price which it would have been after the issuance of such
Options or Convertible Securities on the basis of Group offering for
subscription, purchase, conversion, exchange or acquisition only that number of
shares of Common Stock (if any) actually purchased upon the exercise of such
Options or Convertible Securities actually exercised. For the purposes of this
Section 2(d)(iii), the term “Common Stock Deemed Outstanding” means, at any
given time, the sum of the number of shares of Common Stock actually
outstanding at such time plus the number of shares of Common Stock issuable
upon the exercise of all options, rights and warrants and the conversion or
exchange of convertible or exchangeable securities outstanding at such time,
whether or not such options, rights, or warrants, or convertible or
exchangeable securities are actually exercisable, convertible or exchangeable
at such time. For the purposes of this Section 2(d)(iii), the consideration for
the issue or sale of any securities of Group shall, irrespective of the
accounting treatment of such consideration, (x) insofar as it consists of cash,
be computed at the net amount of cash received by Group, without deducting any
expenses paid or incurred by Group or any commissions or compensations paid or
concessions or discounts allowed to underwriters, dealers or others performing
similar services in connection with such issue or sale, and (y) insofar as it
consists of property (including securities) other than cash, be computed at the
fair value thereof at the time of such issue or sale, as determined in good faith
by the Board of Directors of Group.


(iv)          No
adjustment in the Exchange Price shall be required to be made unless such
adjustment would require an increase or decrease of at least one percent of
such price; provided, however, that any adjustment which by reason of this
subsection (iv) is not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
2(d) shall be made to the nearest cent or to the nearest 1/100th of a share, as
the case may be.  Anything in this
Section 2(d) to the contrary notwithstanding, Group shall be entitled to make
such reduction in the Exchange Price, in addition to those required by this
Section 2(d), as it in its discretion shall determine to be advisable in order
that any stock dividend, subdivision of shares, distribution of rights to
purchase stock or securities, or distribution of securities convertible into or
exchangeable for stock hereafter made by Group to its stockholders shall not be
taxable to the recipients.


(v)           Whenever
the Exchange Price is adjusted as herein provided, Group shall mail or cause to
be mailed by first class mail, postage prepaid, as soon as practicable to each
holder of record of Preferred Shares a notice stating that the Exchange Price
has been adjusted and setting forth the adjusted Exchange Price.


(vi)          In
the event that at any time, as a result of an adjustment made pursuant to
subsection (i) of this Section 2(d), the holder of any Preferred Share
thereafter surrendered for conversion shall become entitled to receive any
shares of Group other than shares of Common Stock, thereafter the Exchange
Price of such other shares so receivable upon conversion of any Preferred Share
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to Common Stock
contained in this Section.


(e)           Notice


In
case:


(i)            Group
shall take any action which would require an adjustment in the Exchange Price
pursuant to Section 2(d); or


 


5





















 


(ii)           Group
shall authorize the granting to the holders of its Common Stock generally of
rights or warrants to subscribe for or purchase any shares of stock of any
class or of any other rights; or


(iii)          there
shall be any reorganization or reclassification of the Common Stock or any
merger or consolidation to which Group is a party or any sale or transfer of
all or substantially all of the property and assets of Group; or


(iv)          there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
Group;


then
in each such case Group shall cause to be given to the holders of Preferred
Shares as promptly as possible, but in any event at least fifteen (15) days
prior to the applicable date hereinafter specified, a notice stating (i) the
date on which a record is to be taken for the purpose of such action or
granting of rights or warrants, or, if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such
distribution, rights or warrants are to be determined, or (ii) the date on
which such reorganization, reclassification, merger, consolidation, sale,
transfer, dissolution, liquidation or winding-up is expected to become
effective or occur, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such
reorganization, reclassification, merger, consolidation, sale, transfer,
dissolution, liquidation or winding-up.


(f)            Reservation of Shares


Group covenants that it will at all
times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued shares of Common Stock or its issued
shares of Common Stock held in its treasury, or both, for the purpose of
effecting exchanges of Preferred Shares, the full number of shares of Common
Stock deliverable upon the exchange of all outstanding Preferred Shares not
theretofore converted and on or before (and as a condition of) taking any
action that would cause an adjustment of the Exchange Price resulting in an
increase in the number of shares of Common Stock deliverable upon exchange
above the number thereof previously reserved and available therefor, Group
shall take all such action so required. For purposes of this Section 2(f), the
number of shares of Common Stock which shall be deliverable upon the exchange
of all outstanding Preferred Shares shall be computed as if at the time of computation
all outstanding Preferred Shares were held by a single holder.


                (g)           Adjustment Below Par Value


Before taking any action which would cause an
adjustment reducing the Exchange Price below the then par value (if any) of the
shares of Common Stock deliverable upon conversion of the Preferred Shares,
Group shall take such corporate action which may, in the opinion of its
counsel, be necessary in order that Group may validly and legally issue fully
paid and non-assessable shares of Common Stock at such adjusted Exchange Price.


(h)           Status of Common Stock


Group covenants that all shares of
Common Stock which may be delivered upon exchange of Preferred Shares will upon
delivery be duly and validly issued and fully paid and non-assessable.


(i)            Cooperation by Holdings


 


Holdings
agrees to take all such action as may be reasonably requested by the other
parties to this Agreement to complete the transactions contemplated hereby.


 
 
6

















 


                3.             Miscellaneous.


 


(a)           Notices.  Except as otherwise expressly provided
herein, any notice herein required or permitted to be given shall be in writing
and shall be deemed effective when personally delivered, mailed, telecopied
(with a confirming copy sent by mail) or delivered by telex to the appropriate
party at the address set forth below (or at such other address as may be
designated by either party in a written notice sent in accordance with this
Section):


 


	
  If to Group:

  
	
   

  
	
  Stonepath
  Group, Inc.

  
	
  World Trade Center

  
	
  2200 Alaskan Way, Suite 200

  
	
  Seattle, Washington 98134

  
	
  Attention: Mr. Robert Arovas, President

  
	
  Telecopier
  No. (206) 356-5401

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  Brian S. North, Esquire

  
	
  Buchanan Ingersoll PC

  
	
  1835 Market Street, 14th Floor

  
	
  Philadelphia, PA 19103

  
	
  Telecopier No. (215) 665-8760

  
	
   

  
	
  If to Holdings:

  
	
   

  
	
  Stonepath Holdings (Hong
  Kong) Limited

  
	
  Unit
  2602, 26th Floor, Miramar Tower

  
	
  132
  Nathan Road

  
	
  Tsimshatsui,
  Kowloon

  
	
  Hong
  Kong

  
	
  Telecopier No. (852) -
  2377 0909.

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  Brian S. North, Esquire

  
	
  Buchanan Ingersoll PC

  
	
  1835 Market Street, 14th Floor

  
	
  Philadelphia, PA 19103

  
	
  Telecopier No. (215) 665-8760

  
	
   

  
	
  If to Lender:

  
	
   

  
	
  Hong Kong League
  Central Credit Union

  
	
  Party Room 1-2, G/F Kam
  Wah House

  
	
  Choi Hung Estate

  
	
  Kowloon, Hong Kong

  
	
  Telecopier No: 852 3101
  0332

  
	
   

  
	
  With copies to:

  
	
   

  
	
  David L.
  Ficksman, Esquire

  
	
  Troy & Gould

  
	
  1801 Century
  Park East, 16th Floor

  
	
  Los Angeles,
  California 90067

  
	
  Telecopier No.
  (310) 201-4746

  
	
   

  
	
   

  	
  and

  
	
   

  
	
  SBI Advisors, LLC

  
	
  2361 Campus Drive,
  Suite 210

  
	
  Irvine, CA 92612

  
	
  Telecopier No.: 949-679-7280

  



 


7





















 


(b)           Severability.  In case any provision in this Agreement shall
be invalid, illegal or unenforceable, such provision shall be severable from
the remainder of such contract and the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


                (c)           Applicable Law. 
This Agreement shall be governed by the laws of Delaware, exclusive of
its conflicts of laws and choice of laws rules that would or may cause the
application of the laws of any jurisdiction other than Delaware.


 


                (d)           Counterparts; Facsimile Signatures.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Facsimile signatures to this
Agreement shall be deemed to be original signatures.


 


                                (e)           Section Headings.  The various headings used in this Agreement
are inserted for convenience only and shall not affect the meaning or
interpretations of this Agreement or any provision hereof.


 


                                (f)            Attorneys’ Fees.  In the event any party institutes any action
or proceeding to enforce the terms and conditions of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees and costs.


 


                                (g)           WAIVER OF TRIAL BY JURY.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
AGREEMENT, THE NOTES, OR THE SECURITY AGREEMENT, THE SUBJECT MATTER HEREOF AND
THEREOF OR ANY DOCUMENT RELATING HERETO OR THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT, TORT OR OTHERWISE.


 


                (h)           Further Assurances. From time
to time on and after the date of this Agreement, each party hereto will
promptly execute and deliver all such further instruments and assurances, and
will promptly take all such further actions, as the other party may reasonably
request in order more effectively to effect or confirm the transactions
contemplated by this Agreement and/or any of the Ancillary Agreements (as
defined in the Exchange Agreement) and to carry out the purposes hereof and
thereof.


IN
WITNESS WHEREOF, the parties hereto do execute this Agreement as of the date
first above written.


 


	
   

  	
  STONEPATH HOLDINGS

  
	
   

  	
  (HONG KONG) LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Robert Arovas

  
	
   

  	
  Name: 

  	
  Robert Arovas

  
	
   

  	
  Its:

  	
   Director

  
	
   

  	
   

  	
   

  
	
   

  	
  STONEPATH GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Robert Arovas

  
	
   

  	
  Name: 

  	
  Robert Arovas

  
	
   

  	
  Its:

  	
  President

  
				



 


8


 





















 


	
   

  	
  SBI ADVISORS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Shelly Singhal

  
	
   

  	
  Name: 

  	
  Shelly Singhal

  
	
   

  	
  Its: 

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  HONG KONG LEAGUE CENTRAL
  CREDIT UNION

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Shelly Singhal

  
	
   

  	
  Name: 

  	
  Shelly Singhal

  
	
   

  	
  Its: 

  	
  Agent

  



9





















 


EXHIBIT A


EXCHANGE
NOTICE


(To be executed by a
holder of Preferred Shares in order to exchange them for Common Stock)


The undersigned hereby
elects to exchange _________ of the Preferred Shares of Stonepath Holdings
(Hong Kong) Limited represented by the certificate accompanying this Exchange
Notice for shares of Common Stock of Stonepath Group Inc.


 


	
  Date of Exchange:

  	
   

  
	
   

  	
   

  
	
  Exchange Price:

  	
   

  
	
   

  	
   

  
	
  Shares of Common

  	
   

  
	
  Stock to be Delivered:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  



The
undersigned represents and warrants that all offers and sales by the
undersigned of the Common Stock issuable upon exchange of the attached Preferred
Shares shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an
exemption from registration under the Securities Act.


 


10