CONTRIBUTION AGREEMENT
Exhibit 2.4
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Xxxxx Xxxxxxxxx (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
WHEREAS, Assignor is the sole member of Ferdinand Holdings; and
1. Contribution of the Membership Interests. Effective immediately upon receipt of the NFA Approval (the “Effective Time”), Assignor, for and on behalf of Ferdinand Holdings, hereby conveys, assigns, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Membership Interests and Assignee hereby irrevocably accepts such conveyance, assignment, transfer and delivery. For the avoidance of doubt, the parties acknowledge and agree that the Contribution shall be effective immediately upon the Effective Time without any further action required by the parties hereto. The parties further acknowledge and agree that the Contribution shall constitute a Capital Contribution by Ferdinand Holdings under and as defined in the Operating Agreement.
2. Representations Regarding the Membership Interests. Assignor hereby represents and warrants to Assignee that Assignor is, and immediately prior to the Effective Time will be, the sole record and beneficial owner of the Membership Interests, free and clear of any and all liens, claims, charges and encumbrances.
3. Termination. In the event that the NFA Approval is not received on our prior to December 31, 2012, either party may terminate this Agreement in its entirety by providing written notice of such termination to the other parties.
4. Further Assurances. Each of the parties further agrees, without further consideration, to cause to be performed such lawful acts and to execute such further assignments and other lawful documents as may reasonably request to effectuate fully this Agreement.
5. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflicts of laws thereof.
7. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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ASSIGNOR: | ||
/s/ Xxxxx Xxxxxxxxx | ||
Name: Xxxxx Xxxxxxxxx | ||
ASSIGNEE: | ||
LIQUID HOLDINGS GROUP, LLC | ||
By: | /s/ Xxxxxxx Xxxxxxxxx | |
Name: Xxxxxxx Xxxxxxxxx | ||
Title: Chief Executive Officer | ||
FERDINAND HOLDINGS: | ||
FERDINAND HOLDINGS, LLC | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx | ||
Title: Member |