Life Clips, Inc. (OTCMKTS:LCLP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On June 22, 2017, Life Clips, Inc., a Wyoming corporation (the
Company) entered into a Stock Purchase Agreement (together with
all exhibits and schedules thereto, the SPA), by and among the
Corporation, Ascenda Corporation, a company limited by shares
incorporated under the laws of Independent State of Samoa
(Seller), Hong Kong Ascenda International Co., Limited, a company
limited by shares incorporated under the laws of Hong Kong
(Company HK), and Hong Kong Ascenda International Co., Limited, a
company limited by shares incorporated under the laws of
Independent State of Samoa (Company Samoa, and collectively with
Company HK, the Targets and each a Target). Additional
information regarding the operations of the Targets is set forth
in Item 2.01, and is incorporated herein by reference.

Ascenda Corporation is a global trade and barter firm with an
international network covering the world, providing sourcing,
logistics, quality control and factory management services.
Ascenda Corporation, through the Targets, provides clients with
the knowledge and resources to make more cost-effective buying
decisions and assists with streamlining the procurement process
and thereby reducing business costs.

to the terms of the SPA, the Company agreed to acquire all of the
equity interests of the Targets, which are owned by Seller, in
return for the issuance to Seller of 10,000,000 shares of common
stock, par value $0.001 per share of the Company (the Common
Stock) and undertake certain additional transactions as set forth
in the SPA (all such transactions collectively, the
Transactions). The shares of Common Stock issued to Seller to the
SPA constitute approximately 5.9% of the issued and outstanding
shares of Common Stock of the Company immediately prior to the
closing of the Transactions and approximately 5.6% of the issued
and outstanding shares of Common Stock of the Company immediately
following the closing of the Transactions.

In the SPA, the Company agreed that, following the closing, the
Company, at its cost, would utilize its commercially reasonable
efforts to, within 90 days of the closing, prepare and file with
the Securities and Exchange Commission (the SEC) a registration
statement under the Securities Act of 1933, as amended (the
Securities Act) registering the Common Stock issued to the
Seller, so as to permit the resale of such Common Stock without
such resale being subject to the limitations applicable to
restricted securities under the Securities Act and the Securities
Exchange Act of 1934, as amended (the Securities Exchange Act).

The Seller and the Targets provided customary representations and
warranties to the Company in the SPA, including with respect to
the ownership of the shares of the Targets, the respective
parties authority to enter into the SPA and the Transactions,
absence of litigation, the organization, history and
capitalization of the Targets, governmental approvals required,
financial statements of the Targets, taxes and other
expenditures, real property owned or leased by the Targets, title
to assets, contracts, customers, suppliers and sales
representatives, warranties and product liability, permits,
compliance with laws, personnel of the Targets, export and import
control laws, and other matters.

The Company also provided customary representations and
warranties to the Seller in the SPA, including with respect to
the Companys authority to enter into the SPA and the
Transactions, governmental approvals, legal proceedings, the
validity of the Common Stock to be issued to the Seller,
compliance with SEC reporting requirements, and other matters.

The SPA provides that, in the event that the Company does not
make the payments as required to the Note (as defined and
described below) within 180 days following the closing date; the
Company breaches the covenants set forth in the SPA or the 12
month anniversary of the closing date, the market value of the
Common Stock issued to the Seller (as determined by the market
price of the Common Stock) is not equal to $750,000 or higher and
the Company does not issue to Seller additional shares of Common
Stock to obtain such valuation, then, if any such failure remains
uncured for ten (10) or more business days after Seller give
written notice of the default to the Company, the parties shall
effectuate unwinding of the Transactions. In such case, the Note
shall be deemed of no further force or effect, and the Seller
shall return to the Company 90% of the Common Stock received by
the Seller at the closing, and the Seller may retain the
remaining 10% of the Common Stock.

In the SPA, the Seller agreed to indemnify the Company and the
Targets (following the closing) and all of Buyers affiliates and
each of their respective directors, officers, managers, partners,
employees, agents, equity holders, successors and assigns from
and against any and all losses incurred or suffered by any such
parties arising out of, based upon or resulting from (i) any
breach of any representation or warranty of the Seller or the
Targets in the SPA; (ii) any breach by Seller or the Targets of,
or any failure of Seller or the Targets to perform, any of the
covenants, agreements or obligations in the SPA; and (iii) all
taxes (or the nonpayment thereof) of Seller or the Targets for
any periods prior to the closing or arising from events occurring
prior to the closing.

In the SPA, the Company agreed to indemnify, defend and hold
harmless Seller and all of Sellers affiliates, from and against
any and all losses incurred or suffered by Seller arising out of,
based upon or resulting from (i) any breach or violation of any
of the representations or warranties of the Company contained in
the SPA; and (ii) any breach or violation of any of the covenants
or agreements of the Company contained in the SPA.

The representations and warranties in the SPA survive for a
period of 12 months from the closing, and no indemnification may
be made after such time, other than the representations of the
Company relating to authorization of the Transactions, the
organization of the Company, the capitalization of the Company
and those relating to governmental approvals, which survive
indefinitely.

The SPA also provides that the parties will cooperate with
respect to filing tax returns of the Targets following the
closing. Any disputes related to the SPA or the Transactions will
be submitted for arbitration to the Hong Kong International
Arbitration Center. No parties to the SPA utilized any brokers in
connection with the SPA or the Transactions.

The SPA provides that the Transactions would close on the signing
date of the SPA. The SPA was signed on June 22, 2017 and the
Transactions closed on the same date.

The description of the SPA as set forth above is qualified in its
entirety by reference to the full SPA, which is attached hereto
as Exhibit 10.1.

Promissory Note

In connection with the Transaction and as required by the SPA, at
the closing of the Transactions the Company agreed to enter into
a promissory note with Seller, which provided for the payment of
$500,000 to Seller by the Company within 180 days following the
closing date of the Transactions (the Note). The Note is not a
part of the purchase price for the acquisition of the equity
interests of the Targets, but is instead to reimburse Seller for
$500,000 in cash that is in the accounts of the Targets as of the
closing of the Transactions and which will be remain for the
benefit of the Company following the closing.

The Note bears interest at the rate of 2% per year, payable at
maturity or upon acceleration, which occurs upon an Event of
Default. Upon an Event of Default, the interest rate increases to
the lower of 22% or the maximum rate permitted by law. It is an
Event of Default if (i) the Company fails to pay the principal or
interest as and when due under the Note or (ii) if bankruptcy,
insolvency, reorganization or liquidation proceedings or other
proceedings, voluntary or involuntary, for relief under any
bankruptcy law or any law for the relief of debtors are
instituted by or against the Company and are not dismissed or
settled within and 10 days. The Note is payable in full 180 days
after the issuance date, which is therefore December 19, 2017.
The Company may prepay the Note at any time.

Prior to any Event of Default, the Seller may not assign the Note
without the prior written consent of the Company, which may be
withheld by the Company in its sole discretion. Following any
Event of Default, the Seller may freely assign the Note, upon
notice to the Company.

The description of the Note as set forth above is qualified in
its entirety by reference to the full Note, which is attached
hereto as Exhibit 10.2.

Employment Agreement

In connection with the Transaction and as required by the SPA, at
the closing of the Transactions, the Company agreed to enter into
an executive employment agreement with Donald Su Yo Ruan, to
which Mr. Ruan will be employed as President/CEO of Asia
Operations of the Company, and shall also serve as Chairman of
the Board of Directors of the Company (the Employment Agreement),
as further described in Item 5.02.

The information set forth in Item 5.02 of this Current Report on
Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.

Seller was formed in 2000 based in China and the USA. Original
investors in the Seller included The China Development Group
which was the largest investment banker in Taiwan and Donald So
Yo Ruan, who has over 40 years of experience in global trade. The
assets of the Targets, which the Company acquired via the
acquisition of all of the equity interests of the Targets,
include assets of the international trading part of the Targets
including the ability to import and export products globally,
existing business and clients, executive management, and
goodwill.

Simultaneous with the execution of the SPA, The Company has
officially launched its new Global Sourcing business. This
business will focus on Global Sourcing, Supply Chain, Logistics
and Sales and Marketing Services. The Targets form the foundation
of this strategy.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information relating to the Note set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated by reference into
this Item 2.03.

Item 3.02 Unregistered Sales of Equity
Securities

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.

The shares of our Common Stock we agreed to issue as disclosed in
Item 5.02 of this Current Report were and will be issued in
reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On June 22, 2017, in connection with the Transactions and as
required by the SPA, the Company named Donald Su Yo Ruan, age 70,
as President/CEO of Asia Operations of the Company. Mr. Ruan was
also named as a Director of the Company on the same date,
following a resolution of the Board of Directors (the Board) of
the Company to expand the size of the Board from 4 to 5 persons,
and to name Mr. Ruan to the newly created vacancy and to serve as
the Chairman of the Board, in each case in accordance with the
Bylaws of the Company.

Life Clips believes that Mr. Ruans deep and extensive experience,
as set forth below, and particularly his success at operating and
growing the operations of Ascenda Corporation and the Targets,
makes him uniquely qualified to help lead Life Clips going
forward. Mr. Ruan has extensive knowledge and experience with
operations such as those of Life Clips, both currently and going
forward, including experience with respect to design, licensing,
import and supply chain services, as well as negotiating and
coordinating with factories, managing logistics and ensuring that
products are where they need to be, on time.

Mr. Ruan, age 70, was born in China and grew up in Taiwan. Mr.
Ruan graduated from the Chinese Culture University with a
Bachelor of Science degree in Geography, in 1972. Commencing in
1968, Mr. Ruan was a manager at Unico International in Taiwan,
which operated in industrial development, including providing
technical consultation services both in the official development
assistance and the private investment fields. In 1974, in
connection with Unico Internationals expansion, he was named
General Manager of the company and moved to the United States. In
1985 he relocated back to Taiwan, and served as Executive Vice
President of Taiwan Hong Kong Trading Company, an entity which
organizes trade fairs and promotional activities to assist small
and medium-sized enterprises in connecting with business clients
and partners.

From 1989 to 2000, he was President of Waffer International, the
worlds largest magnesium injection molder both in the United
States and Taiwan. In addition, from 1993 to 2000, Mr. Ruan was
the General Manager of Proview Technology, a consumer electronics
manufacturing company.

From May 2001 to the present, he as severed as the General
Manager and Chief Executive Officer of Ascenda Corporation, where
he oversaw all sales and marketing activities of the company. The
description of the operations of Ascenda Corporation as set forth
in Item 1.01 is incorporated herein by reference.

None of the entities described above are a parent, subsidiary or
other affiliate of Life Clips.

Mr. Ruan does not currently hold any other directorships with any
publicly held companies, including any companies organized
outside of the United States or registered as an investment
company, other than being the sole director of Ascenda
Corporation. Mr. Ruan has served as President of Ascenda
Corporation and Ascenda Internationalfor the last 17 years.

Mr. Ruan is the General Manager and Chief Executive Officer of
the Seller (Ascenda Corporation) in the Transactions described in
Item 1.01. Mr. Ruan was previously a shareholder of Ascenda
Corporation, but his shares were transferred to employees of the
company and to certain of his family members. As such Mr. Ruan
had and continues to have a material interest in the
Transactions, including the payments to the Seller under the SPA
and the Note. The information relating to the SPA, the Note and
the Transactions as set forth in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.02.

In connection with his engagement as the President/CEO of Asia
Operations of the Company, the Company entered into the
Employment Agreement with Mr. Ruan on June 22, 2017 (the
Effective Date). The Employment Agreement is for a two-year term,
which automatically renews for successive additional one-year
terms unless either Mr. Ruan or the Company notifies the other
party that they do not wish the Employment Agreement to so renew.
The Employment Agreement provides that Mr. Ruan will serve as the
Companys President/CEO of Asia Operations, reporting to the Chief
Executive Officer of the Company, and Mr. Ruan will also serve as
the Chairman of the Board.

to the Employment Agreement, the Company will pay Mr. Ruan a
salary of $15,000 per month, which commenced effective as of June
22, 2017. In the event the cash flow from the Targets does not
support Mr. Ruans base salary and normal operations upon the
Effective Date, the base salary owed will be covered after the
Company has raised appropriate working capital to support the
base salary and normal operations. It is expected that
appropriate working capital to support the base salary and normal
operations will be raised within 90 days of the Effective Date.
Mr. Ruan is also entitled to an annual bonus payment in an amount
to be jointly determined by the Board and Mr. Ruan.

On each anniversary of the Effective Date, Mr. Ruan will be
granted 500,000 shares of Common Stock of the Company, 50% of
which will vest on the date granted and the remaining 50% shall
vest on the anniversary of the date of the grant. The amount of
the grant may be increased by the Board as part of the
performance bonus. The Company shall reimburse Mr. Ruan for all
necessary and reasonable travel, entertainment and other business
expenses incurred by Mr. Ruan in the performance of his duties in
accordance with such reasonable procedures as the Company may
adopt generally from time to time. Mr. Ruan is entitled to 4
weeks of vacation annually, holiday and sick leave at levels no
less than commensurate with those provided to any other senior
executives of the Company, in accordance with the Companys
vacation, holiday and other pay-for-time-not-worked policies. Mr.
Ruan is entitled to participate in the Companys health, life
insurance, long and short-term disability, dental, retirement,
and medical programs, if any, to their respective terms and
conditions, on a basis no less than commensurate with those
provided to any other senior executives of the Company.

If Mr. Ruans engagement is terminated by the Company without
Cause, or by Mr. Ruan for Good Reason, (in each case as defined
below) then a portion of the stock grants described above equal
to a pro rata portion of the grants based on the time from the
date of the grant to the date of termination, and assuming a
12-month vesting period, shall be deemed vested, and all other
amounts shall be forfeited. If Mr. Ruans engagement is terminated
by the Company with Cause or by Mr. Singer without Good Reason,
then all unvested portions of the stock grants described above as
of the date of termination shall be forfeited.

Cause is defined as (i) a material violation of any material
written rule or policy of the Company, a copy of which has been
provided to Mr. Ruan for which violation any employee may be
terminated to the written policies of the Company reasonably
applicable to an executive employee, and which Mr. Ruan fails to
correct within 10 days after he receives written notice from the
Board of such violation; (ii) misconduct by Mr. Ruan to the
material and demonstrable detriment of the Company; (iii) Mr.
Ruans conviction (by a court of competent jurisdiction, not
subject to further appeal) of, or pleading guilty to, a felony;
(iv) Mr. Ruans continued and ongoing gross negligence in the
performance of his duties and responsibilities to the Company as
described in the Employment Agreement; or (v) Mr. Ruans material
failure to perform his duties and responsibilities to the Company
as described in the Employment Agreement (other than any such
failure resulting from the Mr. Ruans incapacity due to physical
or mental illness or any such failure subsequent to Mr. Ruan
being delivered a notice of termination without Cause by the
Company or delivering a notice of termination for Good Reason to
the Company), in either case after written notice from the Board
to Mr. Ruan of the specific nature of such material failure and
Mr. Ruan failure to cure such material failure within 10 days
following receipt of such notice.

Good Reason is defined as (i) a significant diminution by the
Company of Mr. Ruans role with the Company or a significant
detrimental change in the nature and/or scope of Mr. Ruans status
with the Company (including a diminution in title); (i) a
reduction in Mr. Ruans base salary or target or maximum bonus,
other than as part of an across-the-board reduction in salaries
of management personnel (including all vice presidents and
positions above) of less than 20%; or (iii) any other material
breach by the Company of any of the terms and conditions of the
Employment Agreement which the Company fails to correct within 10
days after the Company receives written notice from Mr. Ruan of
such violation.

The Employment Agreement provides Mr. Ruan with customary
additional benefits, and contains customary provisions related to
confidentiality of Company information and ownership of Company
intellectual property. In addition, Mr. Ruan agrees that, during
the term of the Employment Agreement and for a period of two
years after a termination of his employment with the Company for
any reason, he will not, directly or indirectly solicit or hire
or encourage the solicitation or hiring of any person who was an
employee of the Company at any time on or after the date of such
termination (unless more than six months shall have elapsed
between the last day of such persons employment by the Company
and the first date of such solicitation or hiring). Mr. Ruan also
agreed, during and after the terms of his employment, not to make
statements or representations, or otherwise communicate, directly
or indirectly, in writing, orally, or otherwise, or take any
other action which disparages the Company or its officers,
directors, businesses or reputations; or, without the written
consent of the Board, disclose to any person other than as
required by law or court order, any confidential information
obtained by him while employed by the Company, subject to
customary exceptions.

The description of the Employment Agreement as set forth above is
qualified in its entirety by reference to the full Employment
Agreement, which is attached hereto as Exhibit 10.3.

There are no family relationships between any of the Companys
directors or officers and Mr. Ruan.

There are no related party transactions with respect to Mr. Ruan
reportable under Item 5.02 of Form 8-K and Item 404(a) of
Regulation S-K other than as set forth above.

Item 9.01 Financial Statements and Exhibits.

The financial information that is required to this Item will be
filed by amendment not later than 71 calendar days after the date
that this initial report on Form 8-K is required to be filed.

Management contract or compensatory plan or arrangement.

Life Clips, Inc. Exhibit
EX-10.1 2 ex10-1.htm             STOCK PURCHASE AGREEMENT   BY AND AMONG   LIFE CLIPS,…
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About Life Clips, Inc. (OTCMKTS:LCLP)

Life Clips, Inc., formerly Blue Sky Media Corporation, is engaged in developing software. The Company is focused on the marketing of the HP branded products, as well as the Mobeego products in the United States as well as internationally. The Company holds a sublicense to use, reproduce and display the HP trademarks in various territories on HP Branded Products. The Company’s products will be the HP branded action cameras, 360 cameras, dash cameras and still cameras. In addition, the Company will sell Mobeego batteries. The Company is focused on products, including Batteries, The Battery (Energy Unit) and Adapter. Its Energy Unit consists of a custom designed plastic casing, shaped as a small can of energy drink, hosting a lithium battery. The Company plans to sell its products through retailers directly and through distributors. In addition to its international sales, the Company plans to sell directly to retailers in the United States.