CONTRIBUTION AGREEMENT
Exhibit
10.7
KNOW
ALL
MEN BY THESE PRESENTS: That, for value received as indicated herein, XXXX X.
XXXXX III and XXXX X. XXXXX XX ("Transferors"), have granted, conveyed,
assigned, transferred, and set over to XXXXX.XXX HOLDINGS, INC., a Delaware
Coporation ("Transferee"), all of their right, title, and interest in that
asset
of Transferors (the "Transferred Asset") more particularly described as the
domain name “XXXXX.XXX” and all associated trademark rights, which they
currently hold as tenants in common, as to an undivided one-half interest each.
The
parties hereto hereby agree that the Trademark and Domain License Agreement
dated May 5, 2006 (the “License Agreement”) between Yonders Wall Investment
Company LLC, a Florida Limited Liability Company, and Transferee is hereby
terminated and of no further force or effect and each party hereby acknowledges
and agrees that neither party has any continuing obligations or liabilities
there under. For the avoidance of doubt, Yonders Wall Investment Company, LLC
hereby releases and discharges any further payment obligations of the Transferee
with respect to license payments due under the License Agreement prior to the
termination thereof hereunder.
From
and
after the date hereof, Transferor shall duly and promptly perform such further
acts and duly execute, acknowledge, and deliver all such further deeds,
assignments, transfers on the domain name registry, conveyances, powers of
attorney, and assurances as may be reasonably required to convey to and vest
in
Transferees and protect Transferees’ right, title, and interest in and the
enjoyment of the Transferred Asset intended to be assigned, transferred, and
conveyed pursuant to this Contribution Agreement and as may be appropriate
otherwise to carry out the transactions contemplated by this Contribution
Agreement, including without limitation changing the name of the official
registrant of the Domain Name with the Internet Corporation for Assigned Names
and Numbers (ICANN).
The
Transferor represents and warrants that the properties, rights, and assets
of
Transferors transferred, sold, assigned, and conveyed to Transferee hereby
are:
(i) free and clear of all mortgages, liens, claims, conditional sales
agreements, charges, encumbrances, and restrictions of every kind and nature
and
(ii) the Transferors hold all right, title and interest to the Transferred
Asset.
In
exchange for the contribution of the Transferred Asset, the Transferee is
issuing and delivering to the Transferors 6,710,130 shares of Common Stock,
which the parties hereby acknowledge and agree has an aggregate fair market
value of $4,000,000 ($3.31 per share). The parties also acknowledge and agree
that this Contribution of Assets is being made pursuant to an election by the
Transferee pursuant to Section 8 of the License Agreement to purchase the
Transferred Assets.
Each
Party hereto represents and warrants to the other parties, that: (i) such party
has the authority to enter into this agreement and consummate the transactions
contemplated herein, (ii) the transactions contemplated herein do not conflict
with any agreement, commitment or obligation of such party.
Transferors
will warrant and defend the sale of the Transferred Assets against all and
every
person or persons whomsoever claiming or to claim against any or all of the
same.
Transferee
acknowledges that it has had an opportunity to review and examine the
Transferred Asset and accepts the Transferred Asset as is, without any
representations or warranties regarding condition or quality or fitness for
a
particular purpose or use.
This
instrument and the covenants and agreements herein set forth shall inure to
the
benefit of Transferee and its successors and assigns and shall be binding upon
Transferors and their successors and assigns.
Transferors
and Transferee agree and intend that the contribution of the Transferred Asset
is to be a nontaxable transfer of assets, solely in exchange for stock of the
Transferee, and Transferors hereby warrant and represent that they currently
hold, and will continue to hold, over 80% of the outstanding shares and over
80%
of the voting power of the Transferee (constituting control for purposes of
section 351 of the Internal Revenue Code of 1986, as amended) after the
contribution of the Transferred Asset, that Transferors do not intend to sell
the stock received in exchange for the Transferred Asset, and that to the best
of their knowledge, the contribution of the Transferred Asset will qualify
for
nonrecognition treatment under such section 351.
IN
WITNESS WHEREOF, Transferors have executed this Contribution Agreement and
delivered same to Transferee, effective as of the 6th
day of
September, 2007.
| Transferors | ||
| /s/ Xxxx X. Xxxxx III | ||
|
XXXX X. XXXXX III, individually |
||
|
/s/
Xxxx X. Xxxxx XX
XXXX
X. XXXXX XX, individually
|
||
| Transferee | ||
|
XXXXX.XXX HOLDINGS, INC.
|
||
| By: |
/s/
Xxxx X. Xxxxx XX
Xxxx
X. Xxxxx XX, CEO and President
|
|
|
Print
Name and Officer Position
|
With
regard only to the Second Paragraph of the above, acknowledged and agreed by:
YONDERS
WALL INVESTMENT COMPANY, LLC
By:
/s/ Xxxx
X. Xxxxx III
Xxxx
X.
Xxxxx III, as President and as Member
By:
/s/ Xxxx
X. Xxxxx XX
Xxxx
X.
Xxxxx XX, as Member
