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Exhibit 10.21
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into
as of August 28, 1997 between Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxx, Xxxxxxx X. Xxxx
and Xxxxxx X. Xxxxxxxxx (collectively, the "Transferors"), and Motor Cargo
Industries, Inc., a Utah corporation (the "Corporation").
Recitals
A. The Transferors are the owners of all of the membership interests
(the "Contributed Property") of Ute Trucking and Leasing Company, L.L.C., a Utah
limited liability company ("Ute").
B. The Transferors desire to contribute the Contributed Property to the
Corporation in exchange for Seven Hundred Thousand (700,000) shares of the
Common Stock of the Corporation ("Common Stock").
C. The Corporation desires to receive and to acknowledge the receipt of
the Contributed Property from the Transferor and, in exchange therefore, to
issue Seven Hundred Thousand (700,000) shares of Common Stock to the Transferor.
NOW, THEREFORE, in consideration of the promises and agreements set
forth in this Agreement, the Transferor and the Corporation agree as follows:
1. Contribution. As of the date of this Agreement, the Transferors (a)
hereby contribute, assign, transfer and deliver the Contributed Property to the
Corporation.
2. Issuance of Common Stock. In consideration of the contribution,
assignment, transfer and delivery of the Contributed Property by the Transferor,
the Corporation, as soon as practicable, shall issue Seven Hundred Thousand
(700,000) shares of Common Stock to the Transferors as set forth on Schedule A
attached to this Agreement. Shares of the Common Stock shall be validly issued,
fully paid and nonassessable.
3. Acceptance and Acknowledgment. The Corporation hereby accepts and
acknowledges the contribution, assignment, transfer and delivery of the
Contributed Property by the Transferor as specified in paragraph 1 above.
4. Representations. Each of the Transferors, solely as to his
membership interest in Ute, hereby represents that he has the right and power to
contribute, assign, transfer and deliver the Contributed Property to the
Corporation.
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5. Tax Consequences. The parties to this Agreement intend that the
contribution, assignment, transfer and delivery of the Contributed Property
under this Agreement shall qualify as a nontaxable transfer under Section 351 of
the Internal Revenue Code of 1986, as amended. This Agreement shall be strictly
interpreted to assure such qualification.
6. Successors. This Agreement shall be binding upon each of the
Transferors and their successors and assigns, and shall inure to the benefit of
the Corporation and its successors and assigns.
7. Governing Law. This Agreement shall be interpreted in accordance
with the laws of the State of Utah.
[signature page follows]
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IN WITNESS WHEREOF, the Transferors and the Corporation have executed
this Agreement as of the day and year first written above.
Transferors:
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Xxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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Xxxxxx X. Xxxxxxxxx
Corporation: Motor Cargo Industries, Inc.,
a Utah corporation
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Xxxxxxxx X. Xxxx
Chief Executive Officer
Attest:
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Xxxxxx X. Xxxxxxxxx
Secretary
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Schedule A
Issuance of Shares
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Number of Shares
Shareholder of Common Stock
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Xxxxxx X. Xxxx 490,000
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Xxxxxxxx X. Xxxx 70,000
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Xxxxxxx X. Xxxx 70,000
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Xxxxxx X. Xxxxxxxxx 70,000
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