EXHIBIT 10.2
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CONTRIBUTION AGREEMENT
This Contribution Agreement, dated as of April 2, 2001 is made and entered
into by among SonicPort, Inc., a Nevada corporation (the "Company"), ▇▇▇▇▇ ▇▇▇▇▇
("▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), and is made with reference to the
following:
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ are principal shareholders, directors and executive
officers of the Company.
B. The Company has entered into that certain Amended and Restated Share
Exchange Agreement dated as of March 30, 2001 (the "Restated Share Exchange
Agreement") with US Dataworks, Inc. ("Allstate") and the stockholders of
Allstate (the "Sellers") pursuant to which the Company agreed to acquire from
the Sellers all of the Sellers' shares in Allstate (the "Acquisition").
C. The Restated Share Exchange Agreement requires the Company to issue
4,000,000 more shares of its Common Stock than authorized by the Company's
shareholders, and ▇▇▇▇▇ and ▇▇▇▇▇▇ have agreed to contribute such number of
shares to the treasury of the Company (the "Contribution") on the terms and
conditions set forth herein.
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ have also agreed to sell to the Company an aggregate
of 2.2 million shares of the Common Stock of the Company (the "Sale") on the
terms and conditions set forth herein.
E. The Contribution and the Sale will strengthen the capital structure of
the Company and will assist the Company in raising additional capital, to the
benefit of ▇▇▇▇▇ and ▇▇▇▇▇▇.
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ are not receiving any consideration for the
Contribution other than the benefit to the Company of strengthening the capital
structure of the Company and assistance to the Company in raising additional
capital.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. Contribution to Capital. Concurrently with the closing of the Restated
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Share Exchange Agreement (the "Closing"), each of ▇▇▇▇▇ and ▇▇▇▇▇▇ shall
contribute an aggregate of 2.4 million shares of Common Stock of the Company
(the "Initial Contributed Shares") (on the basis of 1,450,000 shares from ▇▇▇▇▇
and 950,000 shares from ▇▇▇▇▇▇). Additionally, as and when requested by the
Board of Directors of the Company (but in no event later than six months from
the date hereof), ▇▇▇▇▇ and ▇▇▇▇▇▇ shall contribute an additional 1.6 million
shares of the Common Stock of the Company (the "Additional Contributed Shares")
(on the basis of 50% from ▇▇▇▇▇ and 50% from ▇▇▇▇▇▇). The obligation to
contribute the Initial Contributed Shares and the Additional Contributed Shares
is several.
2. Sales of Shares. ▇▇▇▇▇ and ▇▇▇▇▇▇ hereby agree to sell to the Company
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and the Company agrees to purchase from ▇▇▇▇▇▇ and ▇▇▇▇▇ an aggregate of 2.2
million shares (the "Sold Shares") on the basis of 1,100,000 shares from each.
The sale of the Sold Shares shall be made concurrently with the Closing. The
purchase price for the Sold Shares shall be an aggregate of $220,000 payable
pursuant to a promissory notes in favor of ▇▇▇▇▇▇ and ▇▇▇▇▇ (the "Notes")
containing the following terms: (a) interest rate of 10% per annum; (b) the
principal amount of the Notes plus accrued interest shall be payable at such
time as the Company has raised on a cumulative basis gross proceeds from
financings (debt and/or equity) after the date hereof of an aggregate of
$5,000,000; provided, however, that if such amount has not been raised by the
second anniversary of the date of the Notes, no payment shall be due under the
Notes.
3. Representations, Warranties and Covenants of ▇▇▇▇▇ and ▇▇▇▇▇▇. Each of
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▇▇▇▇▇ and ▇▇▇▇▇▇ hereby represents, warrants and covenants to the Company as
follows:
(a) He has and will have good and marketable title to the Initial
Contributed Shares, the Additional Contributed Shares and the Sold Shares, and
upon contribution of the Additional Contributed Shares and the Sold Shares to
the Company and sale of the Sold Shares, the Company will acquire from him good
and marketable title to such Shares, free and clear of any liens or
encumbrances.
(b) He has all necessary power and authority to enter into, execute
and deliver this Contribution Agreement, to contribute to the Company the
Additional Contributed Shares and the Sold Shares, and sell the Sold Shares.
(c) This Contribution Agreement has been duly and validly executed by
him and (assuming the due authorization, execution and delivery by the Company)
constitutes the legal, valid and binding obligation of him, enforceable in
accordance with his terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles affecting the
enforcement of contracts.
(d) Neither the execution and delivery by him of this Contribution
Agreement, nor the consummation of the Contribution and the Sale will constitute
a material default under, give rises to any right of termination or acceleration
of, or to a loss of any material benefits under any agreement to which he is a
party.
(e) At all times during the term hereof, he will own a sufficient
number of the Additional Contributed Shares and the Sold Shares to satisfy his
obligations hereunder.
4. Third Party Beneficiary. The Sellers shall be deemed to be third party
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beneficiaries of this Agreement.
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Contribution
Agreement as of the day and year first above written.
SonicPort, Inc., a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
_____________________________________
President and Chief Executive Officer
/s/ ▇▇▇▇▇ ▇▇▇▇▇
_____________________________________
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
