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EXHIBIT 2.1
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (the "Agreement") dated as of May
17, 2007 (the
"Effective Date"), is made by and between Fluid Media Networks,
Inc., a Delaware
corporation (the "Parent"), and Fluid Media Networks USA, Inc.,
a Delaware
corporation and a wholly owned direct subsidiary of Parent (the
"Subsidiary").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Subsidiary is a wholly owned subsidiary of the
Parent; and
WHEREAS, the Parent desires to contribute all of the Parent's
assets and
liabilities ("Contributed Capital") to the Subsidiary as a
capital contribution,
in consideration for ownership of all of the issued and
outstanding capital
stock of the Subsidiary;
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties, covenants and agreements
hereinafter set forth, the
parties hereto do hereby agree as follows:
1. CONTRIBUTION AND ISSUANCE OF SHARES.
1.1. Contribution and Issuance of Shares. (i) The Parent
hereby
contributes, conveys, transfers, assigns and delivers to the
Subsidiary all of
the Parent's right, title and interest in and to all of
Contributed Capital, and
the Subsidiary agrees to accept such contribution, and (ii) the
Subsidiary, in
exchange and as full consideration for such Contributed Capital,
hereby issues
to the Parent one hundred (100) shares of its common stock, as
evidenced by
stock certificate no. 1 of the Subsidiary (the "Issued Shares"),
free and clear
of all liens, claims, security interests and other encumbrances.
Each of the
Parent and the Subsidiary intends that the contribution of the
Contributed
Capital be treated as a capital contribution under Section 351
of the Internal
Revenue Code of 1986, as amended.
1.2. Representations or Warranties. The Subsidiary acknowledges
and agrees
that it accepts the Contributed Capital described in Section 1.1
above "as is,
where is" with all defects. Each of the Subsidiary and the
Parent understands
and agrees that in conjunction with such contribution and
issuance, the Parent
and the Subsidiary are making no representations or warranties
whatsoever,
either express or implied, except for the following:
(a) The execution, delivery and performance by each party of
this
Agreement are within such party's corporate powers, have been
duly authorized by
all necessary corporate action, and do not (i) contravene such
party's
constituent documents, (ii) violate any law, rule, regulation,
order, writ,
judgment, injunction, decree, determination or award applicable
to such party,
or (iii) conflict with or result in the breach of, or constitute
a default
under, any contractual obligation of such party.
(b) This Agreement has been duly executed and delivered by such
party
and is the legal, valid and binding obligati
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