Exhibit 99.1
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is effective as of
January 1, 2003, by and between Alternate Marketing Networks, Inc., a
Delaware corporation (the "Corporation"), and K2 VC LTD., a Texas limited
partnership ("K2VC").
RECITALS
WHEREAS, K2VC desires to contribute 1,474,039 shares, par value $0.01
per share, of common stock of the Corporation ("Common Stock") to the capital
of the Corporation in connection with the distressed financial condition of
the Corporation and improve the marketability and the market price of the
Common Stock, and the Corporation desires to accept such contribution to
capital; and
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements, representations, warranties, and covenants contained herein, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
K2VC shall (a) contribute, transfer, convey, and assign all of the
rights, title and interest of K2VC in and to 1,474,039 shares (the "Shares")
of the 2,474,039 shares of Common Stock issued to K2VC and pledged to
Drawbridge Investment Partners LLC, a Delaware limited liability company
("Drawbridge"), as assignee of Edge Technology Group, Inc., a Delaware
corporation ("Edge"), pursuant to that certain Pledge Agreement, dated August
19, 2002, by and among K2VC, Khan, and Edge (the "Pledge Agreement"), to the
Corporation free and clear of any and all security interests, liens, claims
or encumbrances of any nature whatsoever, except for the pledge of the Shares
by K2VC to Drawbridge and the security interest of Drawbridge in the Shares
pursuant to the Pledge Agreement, and (b) deliver or cause to be delivered
any and all certificate(s) representing and evidencing the Shares duly
endorsed or accompanied by a duly executed stock power and assignment as
necessary to effectuate the transfer and contribution of the Shares to the
Corporation, and the Corporation shall accept such contribution and any and
all such deliveries.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Contribution Agreement effective as of the date first written above.
ALTERNATE MARKETING NETWORKS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President and Chairman
K2 VC LTD., A TEXAS LIMITED PARTNERSHIP
BY: K2 VC MANAGEMENT, LLC, ITS GENERAL PARTNER
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: President
