EXHIBIT 10.21
CAPITAL CONTRIBUTION AGREEMENT
THIS AGREEMENT, dated as of December 16, 1996, by and among Xxxxx
Xxxxxxxx, Xxxxx Xxxxxxx, The Xxxxxxxx Family Qualified Subchapter S Trust, The
Trivedi Family Qualified Subchapter S Trust, The Xxxxx Xxxxxxxx Annuity Trust
No. 1, the Xxxxx Xxxxxxxx Annuity Trust No. 2, The Xxxxx X. Xxxxxxx Annuity
Trust No. 1 and The Xxxxx X. Xxxxxxx Annuity Trust No. 2 (each a "Shareholder"
and collectively the "Shareholders"), and Mastech Corporation, a Pennsylvania
corporation ("Mastech").
WHEREAS, the Shareholders own all of the issued and outstanding
capital stock of Mastech Systems Corporation, a Pennsylvania corporation
("Mastech Systems"); and
WHEREAS, each Shareholder owns the same number of shares of Common
Stock of Mastech as they own shares of Mastech Systems and collectively, the
Shareholders own all of the issued and outstanding capital stock of Mastech; and
WHEREAS, each Shareholder desires to transfer to Mastech as an
additional capital contribution the shares of Mastech Systems Common Stock owned
by each Shareholder; and
WHEREAS, the Shareholders will not receive any additional shares of
Mastech capital stock in connection with such capital contributions.
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
hereby represent, warrant, covenant and agree as follows:
1. Capital Contributions to Mastech. Each Shareholder hereby agrees to
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contribute, assign and transfer to Mastech all of their right, title and
interest in shares of common stock of Mastech Systems; said contribution,
assignment and transfer to be further evidenced by a Stock Power executed on
even date herewith. Mastech hereby agrees to accept such capital contributions
by the Shareholders of their Mastech Systems Common Stock.
2. Timing of Contributions. The contributions described in Section 1 hereof
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shall be made immediately prior to the filing with the Securities and Exchange
Commission of Amendment No. 3 to Mastech's Registration Statement on Form S-1
containing financial statements reflecting the transactions contemplated hereby.
3. Miscellaneous. This Agreement shall be binding upon and shall inure to the
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benefit of the parties hereto and their respective successors, heirs, executors,
administrators and assigns. This Agreement shall be interpreted in accordance
with the laws of the Commonwealth of Pennsylvania, without regard to any
jurisdiction's conflicts of law provisions. The parties hereto may execute this
Agreement in any number of counterparts, each of which when executed and
delivered, shall be an original, but all such counterparts shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Capital
Contribution Agreement as of the day and year first above written.
MASTECH CORPORATION
By:__________________________________________
Title:_______________________________________
SHAREHOLDERS:
______________________________________________
Xxxxx Xxxxxxxx
______________________________________________
Xxxxx Xxxxxxx
The Xxxxxxxx Family Qualified Subchapter S Trust:
By:____________________________________________
Title: Trustee
The Trivedi Family Qualified Subchapter S Trust:
By:____________________________________________
Title: Trustee
The Xxxxx Xxxxxxxx Annuity Trust No. 1:
By:____________________________________________
Title: Trustee
The Xxxxx Xxxxxxxx Annuity Trust No. 2:
By:____________________________________________
Title: Trustee
The Xxxxx X. Xxxxxxx Annuity Trust No. 1:
By:____________________________________________
Title: Trustee
The Xxxxx X. Xxxxxxx Annuity Trust No. 2:
By:____________________________________________
Title: Trustee
