Exhibit 10.4
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT ("AGREEMENT") is made and entered into as
of this 28th day of March, 2003 by and among ERI Investments, Inc., a Delaware
corporation ("ERI"), Equitable Production Company, a Pennsylvania corporation
and wholly owned subsidiary of ERI ("PRODUCTION"), and NORESCO Holdings, Inc., a
Delaware corporation and wholly owned subsidiary of ERI ("NORESCO", and together
with Production, the "ERI SUBSIDIARIES").
WITNESSETH
WHEREAS, ERI directly owns 13,911,152 shares of Common Stock, par value
$0.01 per share, of Westport Resources Corporation, a Nevada corporation
("WRC"); and
WHEREAS, ERI desires to contribute to the capital of the ERI
Subsidiaries 905,000 shares of Common Stock of WRC (the "SHARES"), and the ERI
Subsidiaries desire to accept the capital contribution of the Shares pursuant to
the terms of this Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements made
herein, the receipt, adequacy and legal sufficiency of which is hereby
acknowledged, intending to be legally bound, the parties hereby agree as
follows:
1. RECITATIONS. The recitations set forth hereinabove are true, correct
and incorporated herein by reference.
2. SHARES. ERI hereby transfers all of its right, title and interest to
the Shares to the capital of the ERI Subsidiaries as follows: 575,000 of the
Shares to Production and 330,000 of the Shares to NORESCO.
3. SEVERABILITY. If any provision of this Agreement or the application
of any provision hereof to any party or set of circumstances is held invalid,
the remainder of this Agreement and the application of such provision to the
other parties or set of circumstances shall not be affected, unless the
provision held invalid shall substantially impair the benefits of the remaining
portions of this Agreement.
4. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof, and supersedes all prior
agreements, written or oral, with respect thereto. The headings in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
5. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived only be a written instrument signed by all of the parties hereto.
No delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver by any party
of any right, power or privilege hereunder, nor any single or partial exercise
of any right, power or privilege hereunder, preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies which either party may otherwise have at law
or in equity.
6. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
the conflicts of law provisions thereof.
7. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective legal representatives,
successors and assigns.
8. COUNTERPARTS. This Agreement may be executed in any number- of
counterparts, each of which when so executed shall constitute an original copy
hereof, but all of which together shall be considered but one in the same
document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed this Contribution
Agreement as of the date first above written.
ERI INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
EQUITABLE PRODUCTION COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: XXXXXX X. XXXXX
Title: ASST. TREASURER
NORESCO HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: XXXXXX X. XXXXX
Title: ASST. TREASURER
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