EXHIBIT 10.34
STOCK CONTRIBUTION AGREEMENT
THIS STOCK CONTRIBUTION AGREEMENT (hereinafter "Agreement"), is made as
of February 23, 1999, by and between Frontec AB ("Frontec"), a Swedish
corporation (Org. No. 556272-5092), on the one hand, and Arctic, INC., a
Delaware corporation ("Arctic"), on the other hand.
W I T N E S S E T H :
WHEREAS, Frontec Integra AB, a Swedish corporation, ("Integra" or the
"Contributed Company") is a wholly-owned subsidiary of Frontec; and
WHEREAS, Frontec owns all of the common shares (the "Transferred
Shares") of Integra; and
WHEREAS, Frontec wishes to contribute to Arctic the Transferred Shares
in consideration for the issuance to Frontec of all of the capital stock of
Arctic, consisting of 34,062,058 shares of Common Stock of Arctic, as more
particularly set forth herein.
NOW,THEREFORE, the parties hereto, intending to be bound hereby, agree
as follows:
Section 1. ISSUANCE OF STOCK
Upon the terms and subject to the conditions of this Agreement and
effective as of the date hereof, Frontec shall make a contribution (the
"Contribution") to the capital of Arctic of the Transferred Shares of Integra.
In consideration for the contribution of the Transferred Shares by Frontec to
Arctic, which Transferred Shares constitute all of the issued and outstanding
capital stock of Integra, Arctic hereby agrees to issue to Frontec 34,062,058
shares of common stock of Arctic, constituting all of the issued and outstanding
capital stock of Arctic.
Section 2. REPRESENTATIONS OF FRONTEC
Frontec hereby represents and warrants to Arctic as follows:
2.1 ORGANIZATION AND GOOD STANDING. Frontec and Integra are companies
duly organized, validly existing, and in good standing under the laws of Sweden.
2.2 AUTHORITY. This Agreement constitutes the legal, valid, and binding
obligation of Frontec, enforceable against Frontec in accordance with its terms.
Frontec has the absolute and unrestricted right, power, authority, and capacity
to execute and deliver this Agreement and to perform its obligations under this
Agreement. Neither the execution and delivery of this Agreement by Frontec nor
the consummation or performance of any of the transactions contemplated hereby
or thereby will contravene, conflict with, or result in a violation of (A) any
provision of the organizational documents of Frontec, (B) any resolution adopted
by the
members, managers, board of directors or the stockholders of Frontec or
(C) any law, statute, regulation, decree, license, material agreement, order, or
other restriction applicable to Frontec, the Contributed Company or the
Transferred Shares.
2.3 CAPITALIZATION. The Transferred Shares represent all of the issued
and outstanding equity securities of the Contributed Company. Frontec is the
record and beneficial owner and holder of all such Transferred Shares, free and
clear of all encumbrances. All of such Transferred Shares have been duly
authorized and validly issued and are fully paid and non-assessable.
2.4 FINANCIAL STATEMENTS. Frontec has delivered to Integra a pro forma,
consolidated balance sheet of the Contributed Companies, as defined in that
certain Stock Contribution Agreement dated February 21, 1999, by and between
Frontec and Integra, as if they existed at December 31, 1998 (the "Balance
Sheet") and related Report of Factual Findings of Ohrlings Coopers & Xxxxxxx XX,
copies of which are attached hereto as EXHIBIT A. Subject to certain
inter-company adjustments which are in each case and in the aggregate not
material, at the date hereof, the Contributed Company or its subsidiaries, as
the case may be, own (a) all the assets reflected on their books and records
(except for assets sold or otherwise disposed of since the date of the Balance
Sheet in the ordinary course of business), and (b) all the assets purchased or
otherwise acquired since the date of the Balance Sheet and used primarily in the
AMTrix business (except for assets acquired and sold or otherwise disposed of
since the date of the Balance Sheet in the ordinary course of business).
2.5 OWNERSHIP OF SUBSIDIARIES. The Frontec AB is the record and
beneficial owner and holder of all of the issued and outstanding equity
securities of the Contributed Company. Frontec AB holds the shares in the
Contributed Company free and clear of all claims, liens, encumbrances, voting
agreements or rights of any nature of any third party (each an "Encumbrance").
All of such shares of the Contributed Company have been duly authorized and
validly issued and are fully paid and non-assessable.
2.6 TRANSFER OF TRANSFERRED SHARES. Frontec owns all right, title and
interest in and to the Transferred Shares, free and clear of any Encumbrances.
Upon consummation of the transactions contemplated hereby, Arctic will have
acquired good and valid title in and to the Transferred Shares, free and clear
of any Encumbrances.
Section 3. MISCELLANEOUS
3.1. GOVERNING LAW. All questions concerning the validity, operation,
interpretation, and construction of this Agreement will be governed by and
determined in accordance with the laws of the State of Delaware, without giving
effect to its conflicts of laws principles.
3.2 ENTIRE AGREEMENT: AMENDMENT. The parties hereto acknowledge this
Agreement is the complete and exclusive statement of their agreement relating to
the subject matter hereof and supersedes all understandings, representations,
conditions, warranties, covenants, and other communications, between the parties
relating hereto. This Agreement may be amended only by a
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subsequent writing that specifically refers to this Agreement and is signed by
all parties and no other act, document, usage, or custom shall be deemed to
amend this Agreement.
3.3 SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner so as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement. If any provision contained in this
Agreement is determined to be invalid, illegal or unenforceable as written, a
court of competent jurisdiction shall, at any party's request, reform the terms
of this Agreement to the extent necessary to cause such otherwise invalid
provisions to be enforceable under applicable law.
3.4 SECTION HEADINGS. The captions to the Sections in this Agreement
are for reference only and shall not affect the meaning or interpretation
hereof.
3.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original and all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives as of the date
first above written.
FRONTEC AB ARTIC, INC.
By: _______________________________ By: ____________________________
Xxxx Xxxxxxx Xxxx Xxxxxxx
By: _______________________________
Xxx Xxxxxxxx
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