CONVERSION AGREEMENT
THIS
CONVERSION AGREEMENT (the
“
Agreement ”)
is entered into on this 30
th day
of June, 2008 (the “
Effective Date ”),
by and between WLG Inc., a Delaware corporation (the “
Company ”),
and Christopher Wood, with respect to the conversion into equity by
Mr. Wood, of certain outstanding Loans (as defined below)
previously made by Mr. Wood to the Company.
RECITALS
A.
Mr.
Wood has made loans to the Company of U.S. $1,700,000 (the
“
Loans ”).
B.
The
Company requested Mr. Wood and Mr. Wood agreed to convert the
principal amount of such Loans into 1,700,000 shares of the
Company’s 12% Series B Convertible Preferred Stock (the
“
B Shares ”),
which B Shares have the terms set forth in the Certificate of
Designations, Preferences and Rights of Series B Convertible
Preferred Stock of WLG Inc., annexed hereto as
Exhibit 1 (the
“
Certificate of Designations ”).
AGREEMENT
NOW,
THEREFORE ,
in consideration of the foregoing facts, the mutual promises
of the parties contained herein and other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1.
Conversion of Loans .
Not later than ten (10) days following the date that the
Certificate of Designations is accepted for filing with the
Secretary of State of the State of Delaware, the Company will cause
to be delivered to Mr. Wood one or more certificates representing
the B Shares into which the $1,700,000 of Loans shall be converted
pursuant to this Agreement. The Company agrees to file immediately
upon execution of this Agreement by the parties hereto, the
Certificate of Designations.
2.
Representations and Warranties of the Company
.
The Company hereby represents and warrants to Mr. Wood that it has
taken all necessary corporate action to authorize the execution and
delivery of this Agreement, and that this Agreement, once executed
and delivered, will upon the Effective Date be a valid and binding
agreement of the Company enforceable against the Company in
accordance with its terms. The B Shares, when issued in exchange
for the Loans, shall be duly authorized, validly issued and fully
paid and non-assessable shares of capital stock of the Company; Mr.
Wood will acquire good title to the B Shares free and clear of all
liens, claims, security interests, covenants, restrictions,
preemptive rights, or other encumbrances of any kind.
3.
Representations and Warranties of Mr. Wood .
Mr. Wood represents and warrants to the Company that he has the
authority to execute this Agreement, and that this Agreement, once
executed and delivered, will upon the Effective Date be a valid and
binding agreement of Mr. Wood enforceable against Mr. Wood in
accordance with its terms. In addition, Mr. Wood represents and
warrants to the Company that he:
(a)
acknow
|
