CONTRIBUTION AGREEMENT
THIS
CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of the 26th day of
October, 2007, by and between The 500 Group, LLC (the “Funding Party”), a New
York entity, and PubliCARD, Inc., a Pennsylvania corporation (the “Debtor”).
W I T N E S S E T H:
WHEREAS,
on May 17, 2007, the Debtor filed with the United States Bankruptcy Court for
the Southern District of New York (the “Bankruptcy Court”) a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code.
WHEREAS,
on October 26, 2007, the Debtor filed a plan of reorganization (the
“Plan”)1
with the
Bankruptcy Court.
WHEREAS,
pursuant to the Plan, the Funding Party would receive
370,000
shares of New Common Stock, which shares would represent, as of the Effective
Date, 90% of the outstanding shares of New Common Stock.
WHEREAS,
in exchange for such New Common Stock and the releases and related provisions
set forth in the Plan, the Funding Party wishes to contribute $500,000
to
the
Debtor on the Effective Date to allow the Debtor to satisfy its obligations
under the Plan, among other things;
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the Funding Party and the Debtor hereby agree
as
follows:
1. Contribution.
In
exchange for the New Common Stock provided to the Funding Party under the Plan
and the releases and related provisions set forth therein,
the
Funding Party shall contribute $500,000
to the
Debtor on the Effective Date to allow the Debtor to satisfy its obligations
under the Plan, among other things.
2. Acceptance.
The
Debtor hereby agrees to accept such contribution and to record such contribution
as a capital contribution in a corresponding amount on its books and records.
3. Bankruptcy
Court Approval.
This
Agreement shall be subject to Bankruptcy Court approval.
4. Authorization.
Each
party has the full power and authority to execute, deliver, and perform his
or
its obligations under this Agreement, subject to Bankruptcy Court
approval.
1 Capitalized
terms not otherwise defined herein shall have the meanings ascribed to
them in
the
Plan.
5. Binding
Agreement.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
6. Choice
of Law.
This
Agreement shall be construed and enforced in accordance with the internal laws
of the State of New York.
7. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original, but all of which shall constitute one and the same
instrument.
8. Amendments.
This
Agreement may not be modified, amended, or terminated except by a written
agreement executed by all of the parties hereto.
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as
of the date first above written.
| THE 500 GROUP, LLC | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |
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Xxxxxx X. Xxxxxxxx |
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| Managing Member | ||
| PUBLICARD, INC. | ||
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| By: | /s/ Xxx X. Xxxxxxxxx | |
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Xxx X. Xxxxxxxxx |
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|
Director
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| By: | /s/ Xxxxx X. Xxxxxx | |
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Xxxxx
X. Xxxxxx
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||
| Director | ||
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| By: | /s/ Xxxx Xxxxx | |
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Xxxx Xxxxx |
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| Director | ||
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| By: | /s/ Xxxxx X. Xxxxxxxx | |
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Xxxxx X. Xxxxxxxx |
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| Director | ||
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| By: | /s/ Xxxxxxxx X. Xxxx | |
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Xxxxxxxx X. Xxxx |
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| Director | ||
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