CONTRIBUTION AGREEMENT AND ASSIGNMENT AND ASSUMPTION OF LIABILITIES, dated as
of August 6, 2002, between TITAN EMS, INC., a Delaware corporation with
executive offices located at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
("Titan"); and XXXXX XXXXXX, an individual residing at 0000 Xxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000 ("Xxxxxx").
The parties hereto hereby agree as follows:
1. Contribution. Xxxxxx hereby contributes to Titan all of the
properties and assets of Xxxxxx identified in Schedule 1A hereto
(collectively, the "Contributed Assets"), in each case, except as set forth in
Schedule 1B, free and clear of all liens, mortgages, security interests,
pledges, charges, and encumbrances. In exchange therefor, simultaneously with
the execution hereof, Titan is issuing to Xxxxxx 50,000 shares (the "Shares")
of common stock, par value $0.001 per share (the "Titan Common Stock"), of
Titan.
Assignment and Assumption of Liabilities.
(a) Xxxxxx hereby assigns, transfers, and conveys to Titan, and its
successors and assigns, the rights of Xxxxxx pursuant to, and in connection
with, each of the agreements set forth in Schedule 2(a) hereto.
(b) Titan hereby assumes, and agrees to perform, all of George's
liabilities (including the obligations in, under, and pursuant to each of the
agreements set forth in Schedule 2(a) hereto), excluding those identified in
Schedule 2(b) hereto.
3. Representations and Warranties.
(a) Titan hereby represents and warrants as follows: (i) it has
full power and authority to execute and deliver this Agreement and that this
Agreement is the legal, valid, and binding obligation thereof, enforceable in
accordance with its terms; (ii) the Shares are validly authorized and issued,
fully paid, and non-assessable, have not been issued and are not owned or held
in violation of any preemptive or similar right of stockholders, and are free
and clear of all liens, security interests, pledges, charges, encumbrances,
stockholders' agreements, and voting trusts; (iii) except as set forth in
Schedule 3(a) hereto, other than the Shares, Titan has no securities
outstanding; (iv) except as set forth in Schedule 3(a) hereto, there is no
commitment, plan, or arrangement to issue, and no outstanding option, warrant,
or other right calling for the issuance of, any share of capital stock of
Titan or any security or other instrument convertible into, or exchangeable or
exercisable for capital stock of Titan; (v) except as set forth in Schedule
3(a) hereto, there is outstanding no security or other instrument convertible
into, or exercisable or exchangeable for, capital stock of Titan; and (vi)
this Agreement and the performance hereof shall not result in a breach of,
conflict with, or (with or without the giving of notice or the passage of time
or both) entitle any party to terminate or call a default under, entitle any
party to rights and privileges that such party was not receiving or entitled
to receive immediately before this Agreement was executed under, or create any
obligation on the part of Titan that it was not paying or obligated to pay
immediately before this Agreement was executed under, any term of any such
contract, agreement, instrument, lease, license, arrangement, or
understanding, or violate or result in a breach of any term of the articles of
incorporation (or other charter document) or by-laws of Titan, or violate,
result in a breach of, or conflict with any applicable law, rule, regulation,
order, judgment, or decree binding on Titan or to which it or any of its
respective businesses, properties, or assets are subject, which violation or
breach could have a material adverse effect on Titan.
(b) Xxxxxx hereby represents and warrants as follows: (i) he has
reached the age of majority in the jurisdiction in which he resides and has
full power and authority to execute and deliver this Agreement and that this
Agreement is the legal, valid, and binding obligation thereof, enforceable in
accordance with its terms; (ii) Xxxxxx has good title to Contributed Assets,
free and clear of all liens, mortgages, security interests, pledges, charges,
and encumbrances; (iii) this Agreement and the performance hereof shall not
result in a breach of, conflict with, or (with or without the giving of notice
or the passage of time or both) entitle any party to terminate or call a
default under, entitle any party to rights and privileges that such party was
not receiving or entitled to receive immediately before this Agreement was
executed under, or create any obligation on the part of Xxxxxx that it was not
paying or obligated to pay immediately before this Agreement was executed
under, any term of any such contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate, result in a breach of, or conflict
with any applicable law, rule, regulation, order, judgment, or decree binding
on Xxxxxx or to which his businesses, properties, or assets are subject, which
violation or breach could have a material adverse effect on Titan or Xxxxxx;
and (iv) it has obtained all consents required in order to execute and perform
this Agreement and the transactions contemplated hereby and in connection
herewith, under and pursuant to the agreements described in Schedule
2(a)hereto.
4. Further Assurances. The parties hereto shall deliver to each other
simultaneously with the execution hereof such other documents (including
certificates of officers, letters of transmittals, bills of sale, etc.) as the
other party hereto may reasonably request in order to enable the other party
to evidence the transactions contemplated hereby and in connection herewith.
5. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without reference to
rules regarding conflicts of law.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
TITAN EMS, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Schedule 1A
Titan Flex Solutions,Inc. and\or xxx.XxxxxXxxxXxxxxxxxx.xxx
TitanFlexDesign, Inc. and\or xxx.XxxxxXxxxXxxxxx.xxx
TitanFlexFab, Inc. and\or xxx.XxxxxXxxxXxx.xxx
TitanFlexBox, Inc. and\or xxx.XxxxxXxxxXxx.xxx
Titan Flex Power, Inc. and\or xxx.XxxxxXxxxXxxxx.xxx
Titan Defense, Inc. & and\or xxx.XxxxxXxxxxxx.xxx
Schedule 1B
Schedule 2(a)
Schedule 2(b)
Schedule 3(a)
1. Irrevocable Children's Trust is the holder of 5,800,000 shares of Titan
Common Stock.
2. Upon the effectiveness of this Contribution Agreement, Titan, pursuant to a
Contribution Agreement and Assignment and Assumption of Liabilities,
dated as of the date hereof, between Titan and SVPC Partners, LLC, shall
issue 800,000 shares of Titan Common Stock to SVPC Partners, LLC.
3. Upon the effectiveness of this Contribution Agreement, Titan intends to
convert $185,234.60 and $10,000 of indebtedness owing to Phoenix
Business Trust and Forest Home Investors I LLC, respectively, into
shares of Titan Common Stock at a price per share of $1.50.
4. Options to purchase 350,000 shares of Titan Common Stock at a price of
$1.50 per share exercisable through July 31, 2007 to be issued to Xxxxx
Xxxxxx.
5. Options to purchase 360,000 shares of Titan Common Stock at a price of
$1.50 per share exercisable through July 31, 2007 to be issued to Xxxxxxx Xxxx
Xxxxxxx.
6. Xxxxx Xxxxxxxx to receive 100,000 shares of Titan Common Stock in respect
of past services.
7. Contemplated merger with Titan Acquisition Corp.
