Contribution Agreement - McKelvey Enterprises Inc. and Andrew J. McKelvey
CONTRIBUTION AGREEMENT
Agreement, made as of this 1st day of January, 1996, between ANDREW J.
MCKELVEY ("AJM") and MCKELVEY ENTERPRISES, INC., a New York corporation ("MEI").
AJM is the record and beneficial owner of all of the issued and
outstanding shares of the common stock, $.01 par value per share (the "Common
Stock"), of EPI Aviation, Inc. ("EPI"), a Delaware corporation (the shares of
Common Stock owned by AJM are sometimes collectively referred to herein as the
"Stock"). AJM desires to contribute to MEI and MEI desires to accept the
contribution of the shares of Stock on the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the mutual obligations and duties
of the parties hereto and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. On the basis of the representations and agreements contained herein,
AJM hereby contributes to MEI and MEI hereby accepts AJM's contribution of, the
Stock. AJM represents and warrants that (i) AJM is the sole record and
beneficial owner of, and is hereby conveying to MEI good and marketable title in
and to, the Stock, free and clear of any liens, claims and encumbrances, (ii)
the Stock constitutes 100% of the issued and outstanding securities of EPI and
there are no outstanding rights or options relating to the Stock or any other
securities of EPI, (iii) AJM has paid any and all stock transfer taxes relating
to the transfer of the Stock, and (iv) EPI is a corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware.
Simultaneously herewith Seller is delivering to Buyer a stock certificate
evidencing the Stock and a duly executed stock power relating thereto.
2. MEI represents that it (i) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits of an
investment in EPI, and (ii) is acquiring the Stock for its own account for
investment purposes only and not with a view to, or for sale in connection with,
any distribution thereof. MEI understands that the Stock has not been
registered under the Securities Act of 1933, as amended, and that the Stock must
be held indefinitely unless it is subsequently registered under such act or an
exemption therefrom is available. MEI acknowledges having had an opportunity to
discuss EPI's business, management and financial affairs with EPI's management.
3. This agreement (i) constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes any previous
arrangements relating thereto, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York (other than the conflicts of
laws provisions thereof) and (iv) may not be amended, terminated or waived
orally.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.
/s/ Andrew J. McKelvey
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Andrew J. McKelvey
MCKELVEY ENTERPRISES, INC.
By: /s/ Thomas G. Collison
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