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EXHIBIT A
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT dated as of May 13, 1997, by and between each
of the persons whose signatures are set forth below (each such person, a
"Contributor"), and SFM Investments LDC, an exempted limited duration company
organized and existing under the laws of the Cayman Islands (the "Issuer").
Recitals:--
A. The Contributors have formed the Issuer for the purpose of making
investments from time to time in securities and other financial
instruments as provided in the Memorandum and Articles of Association
of the Issuer.
B. In connection with the initial investment by the Issuer, the
Contributors and the Issuer wish to provide for the transfer to the
Issuer of all of the Contributors' right, title and interest in and to
the securities and assets listed on Schedule A annexed hereto
(including all rights associated with such securities and assets) (the
"Transferred Assets") and the issuance by the Issuer to the
Contributors, in consideration for their contribution of the
Transferred Assets, of Class A shares, par value $0.01 per share (the
"Shares"), of the Issuer to the Contributors, which issuance shall be
effected to the Contributors in proportion to their respective
contributions to the Issuer.
C. The Issuer desires to acquire and accept, all of the Contributors'
right, title and interest in and to the Transferred Assets.
D. The Contributors desire to assign, and the Issuer desires to assume,
any and all obligations and liabilities of the Contributors relating
to or arising from the Transferred Assets (such liabilities, the
"Transferred Liabilities").
E. It is the intention of the Contributors and the Issuer that, from and
after the date hereof, the Issuer will enjoy the legal and economic
entitlements relating to the Transferred Assets.
In consideration of the mutual promises contained herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereby agree as follows:
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1 Issuance of Shares and Transfer of Transferred Assets
(a) The Contributors hereby irrevocably and unconditionally transfer,
assign and convey to Issuer all of their rights, title and
interests in and to the Transferred Assets.
(b) Issuer hereby assumes and agrees to pay, perform and discharge as
and when they become due, the Transferred Liabilities.
(c) As consideration for the activities described in paragraphs (a)
and (b) above, Issuer agrees to issue to the Contributors the
Shares, which shall be issued in the name of the Contributors in
proportion to their respective contributions.
2 Representations
The Contributors represent to the Issuer as follows: Upon the
completion of the transactions contemplated hereby, the Issuer
will have acquired from the Contributors all of the Contributors'
rights, title and interest in, inter alia, the warrants and/or
rights to the securities listed on Schedule A annexed hereto,
assets which are beneficially owned by the Contributors prior to
the completion of the transactions contemplated hereby.
3 Governing Law
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
4 Entire Agreement
Except as otherwise expressly set forth herein, this document,
including Schedule A annexed hereto, embodies the complete
agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the
subject matter hereof in any way.
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5 Counterparts
This Agreement may be executed in separate counterparts each of
which shall be an original and all of which taken together shall
constitute one and the same agreement.
6 Descriptive Headings
The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
SFM INVESTMENTS LDC
By: /S/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx,
Director
THE CONTRIBUTORS
/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
/S/ BUZZ XXXXXXX
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Buzz Xxxxxxx
/S/ XXXX XXXXXXXXXXXXX
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Xxxx Xxxxxxxxxxxxx
/S/ XXXXXXX XXXXX
----------------------------------
Xxxxxxx Xxxxx
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/S/ XXXX XXXXXXXXX
----------------------------------
Xxxx Xxxxxxxxx
/S/ XXXXXXXXX XXXXXX
----------------------------------
Xxxxxxxxx Xxxxxx
/S/ XXXXXXX XXXX
----------------------------------
Xxxxxxx Xxxx
/S/ XXXXXX XXXXX
----------------------------------
Xxxxxx Xxxxx
/S/ XXXX XXXXXX
----------------------------------
Xxxx Xxxxxx
/S/ XXXXXXXX X. XXXXXX
----------------------------------
Xxxxxxxx X. Xxxxxx
/S/ XXXXXXX X. XXXXXXX
----------------------------------
Xxxxxxx X. Xxxxxxx
/S/ XXXXXX X. XXXXXX
----------------------------------
Xxxxxx X. Xxxxxx
/S/ G. XXXXX XXXXXX
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G. Xxxxx Xxxxxx
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