Exhibit 99(c)(4)
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT (the "Agreement"), dated as of August 10, 1999,
by and between Xxxx X. Xxxxxxxx ("Contributor"), and COMC, Inc., an Illinois
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Seller owns an aggregate of 8,000,000 shares of the Common
Stock, $.01 par value (the "Common Stock"), of the Company;
WHEREAS, Seller desires to contribute a portion of his shares of Common
Stock on the terms set forth in this Agreement in consideration of the release
of Seller from the lock-up with respect to a portion of the shares of Common
Stock of the Company.
NOW, THEREFORE, for good and valuable consideration, and intending to
be legally bound, the parties hereto hereby agree as follows:
1. Contribution of Shares. (a) On the basis of the representations and
warranties herein contained, Contributor will contribute an aggregate of
3,651,948 shares of Common Stock (the "Shares") to the treasury of the Company
at the Closing (as defined below) to be used by the Company to fund stock
options and warrants granted by the Company to Xxxxxxxxxxx X. Xxxxx, Gramercy
National Partners LLC, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxx pursuant to
option agreements, dated the date hereof, between the Company and each of them.
2. Closing. The closing of the contribution of the Shares hereunder
(the "Closing") shall take place upon execution of this Agreement and
satisfaction of the terms and conditions set forth herein at the offices of
Fulbright & Xxxxxxxx L.L.P. on the date hereof. The date of the Closing is
referred to herein as the "Closing Date."
3. Representations of Contributor. Contributor represents and warrants
to the Company that:
(a) Contributor is the sole record and beneficial owner of
8,000,000 shares of the Common Stock of the Company, including the Shares, and
is acting solely on his behalf and for his own account in contributing the
Shares to the Company and has all requisite authority to transfer good and
lawful title in and to the Shares to the Company free of any security interests,
liens, encumbrances, equities, claims or other defects. This representation
shall be subject to the Spousal Consent of Contributor's wife to this
Contribution, attached hereto as Exhibit I, and the consent of the Board of
Directors of the Company; and
(b) Contributor has good and marketable title to the Shares,
and there are no options, warrants, calls, commitments or agreements of any type
to which Contributor is a party or
by which Contributor may be bound under which any person or entity has a right
to purchase or acquire, own or maintain any rights in, of or to any of the
Shares.
4. Representations of the Company. The Company represents and warrants
to Contributor that the Shares shall be used by the Company only to fund stock
options and warrants, a form of which is attached hereto as Exhibit II, granted
by the Company to Xxxxxxxxxxx X. Xxxxx, Gramercy National Partners LLC, Xxxxxxx
X. Xxxxx and Xxxxxxx X. Xxxxxxx pursuant to option agreements, dated the date
hereof, between the Company and each of them.
5. Conditions. The contribution of the Shares will be subject to (i)
the Company's receipt of the Shares, (ii) the Company's designating the Shares
as treasury shares to fund options and warrants granted by the Company to
Xxxxxxxxxxx X. Xxxxx, Gramercy National Partners LLC, Xxxxxxx X. Xxxxx and
Xxxxxxx X. Xxxxxxx pursuant to option agreements, dated the date hereof, between
the Company and each of them (iii) the receipt by Contributor of an executed the
Spousal in the from of Exhibit A, and (iv) the execution and delivery of the
Stock Purchase Agreements (the Stock Purchase Agreements), dated August 10,
1999, the Registration Rights Agreement, dated August 10, 1999, among the
Company, the Contributor and the investors who are parties to the Stock Purchase
Agreements, and the Stockholders Agreement, dated August 10, 1999, among the
Company, Contributor and other stockholders of the Company.
6. Miscellaneous.
(a) This agreement may be executed in counterparts, each of
which shall be deemed an original, and taken together shall constitute one in
the same.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above mentioned.
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
COMC, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: CEO
