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EXHIBIT 2.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (hereinafter referred to as the "Agreement")
is made and entered into as of the ____ day of November, 1999, by and among WT
Technologies, Inc., a Georgia corporation (the "Corporation"), BCD Technology,
S.A., a company organized under the laws of the country of Luxembourg ("BCD"),
The Alexander Family, L.P., a Georgia Limited Partnership ("Xxxxxxxxx X.X."),
Xxxxx X. Xxxx, an individual resident of Georgia ("Hood"), Xxxxx Xxxxxxx, an
individual resident of Virginia ("Xxxxxxx"), Xxxxx Xxxxxxxx, an individual
resident of Texas ("Xxxxxxxx"), and Xxxxx Xxxxxxx, an individual resident of
Georgia ("Xxxxxxx") (Xxxxxxxxx X.X., Hood, Manaker, Xxxxxxxx and Xxxxxxx are
hereinafter collectively referred to as the "Minority Members").
WHEREAS, the Corporation was formed on October 18, 1999 and is
authorized to issue 20,000,000 shares of common stock, $.01 par value, none of
which is currently issued and outstanding (the "Corporation Common Stock");
WHEREAS, BCD currently owns common stock of BCD Technology, Inc., a
Georgia corporation (the "BCD Common Stock");
WHEREAS, BCD desires to transfer the BCD Common Stock to the Corporation
in exchange for shares of Corporation Common Stock, and the Corporation desires
to receive the BCD Common Stock from BCD in exchange for Corporation common
stock (the "BCD Exchange");
WHEREAS, the Minority Members individually own membership interests in
WorldTravel Technologies, L.L.C., a Georgia limited liability company ("WTT,
LLC") ;
WHEREAS, each Minority Members desires to transfer that Minority
Member's interest in WTT, LLC to the Corporation in exchange for Corporation
Common Stock, and the Corporation desires to receive the WTT, LLC membership
interests from the Minority Members in exchange for Corporation Common Stock
(the "Minority Members Exchange");
WHEREAS, pursuant to a separate contribution and purchase agreement
between the Corporation and the shareholders of International Software
Productions, Inc., a Virginia corporation ("ISP"), the ISP shareholders will
transfer ISP common stock to the Corporation in exchange for Corporation Common
Stock and other consideration (the "ISP Exchange");
WHEREAS, the ISP Exchange is to occur simultaneously with both the BCD
Exchange and the Minority Members Exchange (collectively, the "Exchanges"); and
WHEREAS, BCD, the Minority Members and the ISP Shareholders will be in
control of the Corporation immediately following the Exchanges, and the
transactions described herein are
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intended to qualify as a tax-free transaction under Section 351 of the Internal
Revenue Code of 1986, as amended (a "Section 351 transaction").
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, the parties hereto agree as follows:
1. BCD's Transfer. BCD hereby transfers to Corporation all of its BCD
Common Stock in exchange for shares of Corporation Common Stock in the amount
set forth on Schedule 1 attached hereto.
2. Xxxxxxxxx X.X.'s Transfer. Xxxxxxxxx X.X. hereby transfers to
Corporation all of its interest in WTT, LLC, in exchange for shares of
Corporation Common Stock in the amount set forth on Schedule 2 attached hereto.
3. Hood's Transfer. Hood hereby transfers to Corporation all of his
interest in WTT, LLC, in exchange for shares of Corporation Common Stock in the
amount set forth on Schedule 3 attached hereto.
4. Xxxxxxx'x Transfer. Xxxxxxx hereby transfers to Corporation all of
his interest in WTT, LLC, in exchange for shares of Corporation Common Stock in
the amount set forth on Schedule 4 attached hereto.
5. Xxxxxxxx' Transfer. Xxxxxxxx hereby transfers to Corporation all of
his interest in WTT, LLC, in exchange for shares of Corporation Common Stock in
the amount set forth on Schedule 5 attached hereto.
6. Xxxxxxx' Transfer. Xxxxxxx hereby transfers to Corporation all of her
interest in WTT, LLC, in exchange for shares of Corporation Common Stock in the
amount set forth on Schedule 6 attached hereto.
7. Authorization; Further Actions; Consents. Corporation, BCD, Xxxxxxxxx
X.X., Hood, Manaker, Xxxxxxxx and Xxxxxxx each represent and warrant to the
other that its execution and performance of this Agreement has been properly
authorized and approved. The parties further agree that they each will: (a)
execute and deliver any and all member certificates, member powers, assignments,
certificates, instruments of transfer and other documents which may be necessary
or appropriate to effectuate the transfers of the common stock and LLC interests
as contemplated by the terms of this Agreement; and (b) seek and obtain any and
all consents necessary and appropriate to consummate the transactions
contemplated in this Agreement.
8. Entire Agreement. This Agreement represents the entire understanding
of the parties on the subject matter hereof and no modification or termination
shall be binding unless in writing signed by all of the parties hereto.
9. Binding. This Agreement shall be binding upon and inure to the
benefit of the parties and their executors, administrators, heirs, legatees,
successors and assigns.
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10. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of Georgia.
11. Counterparts. This Agreement can executed in any number of multiple
counterparts. Each counterpart is to be deemed an original, and all of such
counterparts together constitute one and the same instrument.
[Signatures on following pages]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first written above.
WT TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
BCD TECHNOLOGIES, S.A.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Director
THE ALEXANDER FAMILY, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: General Partner
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
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SCHEDULE 1
BCD TRANSFER
BCD hereby transfers to Corporation all of its interest in WTT, LLC, which
represents 83.3753% of the total outstanding member interests in WTT, LLC in
exchange for 7,559,733 shares of Corporation Common Stock which, when issued,
will represent 81.56% of the issued and outstanding Corporation Common Stock.
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SCHEDULE 2
XXXXXXXXX X.X.'S TRANSFER
Xxxxxxxxx X.X. hereby transfers to Corporation all of its interest in WTT, LLC,
which represents 11.7018% of the total outstanding member interests in WTT, LLC
in exchange for 1,061,015 shares of Corporation Common Stock which, when issued,
will represent 11.45% of the issued and outstanding Corporation Common Stock.
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SCHEDULE 3
HOOD'S TRANSFER
Hood hereby transfers to Corporation all of his interest in WTT, LLC, which
represents 2.4379% of the total outstanding member interests in WTT, LLC in
exchange for 221,045 shares of Corporation Common Stock which, when issued, will
represent 2.38% of the issued and outstanding Corporation Common Stock.
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SCHEDULE 4
XXXXXXX'X TRANSFER
Xxxxxxx hereby transfers to Corporation all of his interest in WTT, LLC, which
represents 0.985% of the total outstanding member interests in WTT, LLC in
exchange for 64,327 shares of Corporation Common Stock which, when issued, will
represent 0.69% of the issued and outstanding Corporation Common Stock.
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SCHEDULE 5
XXXXXXXX' TRANSFER
Xxxxxxxx hereby transfers to Corporation all of his interest in WTT, LLC, which
represents 0.75% of the total outstanding member interests in WTT, LLC in
exchange for 36,736 shares of Corporation Common Stock which, when issued, will
represent 0.40% of the issued and outstanding Corporation Common Stock.
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SCHEDULE 6
XXXXXXX' TRANSFER
Xxxxxxx hereby transfers to Corporation all of her interest in WTT,
LLC, which represents 0.75% of the total outstanding member interests in WTT,
LLC in exchange for 36,736 shares of Corporation Common Stock which, when
issued, will represent 0.40% of the issued and outstanding Corporation Common
Stock.
